105

th
ANNUAL REPORT
2012-2013

A Tradition of Engineering Excellence

WALCHANDNAGAR INDUSTRIES LIMITED

Seth Walchand Hirachand’s life was truly a triumph of
persistence over adversity.
Sardar Vallabhbhai Patel
Board of Directors

Chakor L. Doshi
Chairman

Dr. P. K. Basu Dilip J. Thakkar Dr. Anil Kakodkar

Director Director Director

G. N. Bajpai A. R. Gandhi Bhavna Doshi

Director Director Director

A. U. Rijhsinghani J. L. Deshmukh
Director Director

G. K. Pillai Chirag C. Doshi

Managing Director & CEO Managing Director
Corporate Information

Registered Office
Walchandnagar Industries Ltd.
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034
Tel. No. (022) 4028 7110 / 2369 2295

Pune Office
Walchand House
167A, 2/8+2/9,
Karve Road, Kothrud, Pune - 411 038
Tel. No. (020) 3025 2400

Factories
Walchandnagar, Dist. Pune, Maharashtra
Satara Road, Dist. Satara, Maharashtra
Attikola, Dharwad, Karnataka.

Compliance Officer
Mr. G. S. Agrawal
Vice President (Legal & Taxation) and Company Secretary

Registrar & Share Transfer Agents Contents

Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compound, 3 Letter from the Chairman
L.B.S. Marg, Bhandup (W),
Mumbai - 400 078.
Tel. No. (022) 2596 3838 4 Notice to the Shareholders
Fax No. (022) 2594 6969
E-mail: [email protected]
11 Directors’ Report
Auditors
K.S. Aiyar & Co.
14 Management Discussion and Analysis
Chartered Accountants
17 Report on Corporate Governance
Principal Bankers
State Bank of India
31 Auditors’ Report
Bank of India
ING Vysya Bank Ltd. 34 Financials
Letter from the Chairman

Dear Members,

I welcome you all to this 105th Annual General Meeting and present the Annual Report of your Company.

The year under consideration has been a challenging one for the economy in general and the Capital goods
sector in particular. Domestic supply bottlenecks and policy obstacles have led to deceleration in growth, slump
in industrial output and holding up of new investments.

Your Company has ended the year with challenges on the order booking and project execution fronts which
have led to shrinking of both revenues and profitability. The order book stands at INR 1671 Crore at the end
of September 2013 which compares favourably to that of last financial year. Company has been selective in
booking of orders and has not compromised on quality despite subdued market conditions.

Going forward your Company has drawn up comprehensive plans to grow its business both in its traditional
businesses like Sugar, Co-generation and Cement machinery as well as high potential and niche domains
like Defence and Aerospace. There would be a sustained focus on Exports markets as well particularly Africa,
South East Asia and Latin America.

We are sure that macro-economic stability coupled with emphasis on execution and organizational alignment
would enable your Company to deliver much improved and sustained results in the years going ahead.

I take this opportunity to place on record my sincere thanks for your continued support and look forward to
similar confidence from the shareholding fraternity in the years to come.

Thank You,

Chakor L. Doshi
Chairman

3
Notice 8. 
To consider and if thought fit, to pass with or without
modification(s), the following resolution as Ordinary
Notice is hereby given that the 105th Annual General Meeting of Resolution:
members of Walchandnagar Industries Limited will be held as “RESOLVED THAT Mrs. Bhavna Doshi whose term of Office
scheduled below: as an Additional Director pursuant to Section 161 of the
Day : Tuesday Companies Act, 2013 (erstwhile Section 260 of Companies
Act, 1956) and Article 133 of the Articles of Association of
Date : 28th January, 2014 the Company expires at this Annual General Meeting and
Time : 3.30 p.m. in respect of whom the Company has received a Notice
under Section 257 of the Companies Act, 1956 proposing
Place : Walchand Hirachand Hall,
her candidature for the office of a Director, be and is hereby
Indian Merchants’ Chambers Building,
appointed as a Director of the Company, liable to retire by
Churchgate, Mumbai-400 020.
rotation.
The Agenda for the meeting will be as under:
9. 
To consider and if thought fit, to pass with or without
Ordinary Business: modification(s), the following resolution as Special Resolution:

1. To receive, consider and adopt Audited Balance Sheet of the “RESOLVED THAT subject to the approval of the Central

Company as at September 30, 2013 and Statement of Profit Government, consent of the Company be and is hereby
& Loss for the year ended as on that date together with the accorded for waiving the recovery of a sum of ` 40,24,426/-
Reports of Directors and Auditors thereon. paid as Managerial remuneration to Mr. Chirag C. Doshi,
Managing Director of the Company during the period from
2. To declare dividend on Equity Shares for the year ended 1st October, 2012 to 30th September, 2013 in excess of the
September 30, 2013. remuneration as permissible as per Schedule XIII of the
3. 
To appoint a Director in place of Mr. A. U. Rijhsinghani, Companies Act, 1956 as the Company had incurred loss/
who retires by rotation and being eligible, offers himself for inadequate profits/insufficiency of profits for the Financial
reappointment. Year ending on 30th September, 2013.
RESOLVED FURTHER THAT Mr. G. S. Agrawal, Vice President

4. To appoint a Director in place of Mr. G. N. Bajpai, who retires by
(Legal & Taxation) & Company Secretary be and is hereby
rotation and being eligible, offers himself for reappointment.
authorised to submit the application to the Central
5. To appoint a Director in place of Dr. Anil Kakodkar, who Government under Section 309 (5B) or any other applicable
retires by rotation and being eligible, offers himself for provisions if any of the Companies Act, 1956 for waiver of the
reappointment. excess of the remuneration paid to Mr. Chirag C. Doshi and to
6. 
To consider and if thought fit, to pass with or without do all other things as may be required in this regard.”
modification(s), the following resolution as an Ordinary 10. 
To consider and if thought fit, to pass with or without
Resolution as required under Section 224 of the Companies modification(s), the following resolution as Special Resolution:
Act, 1956, for appointment of Auditors:
“ RESOLVED THAT subject to the approval of the Central
“RESOLVED THAT M/s. K. S. Aiyar & Co., Chartered Government and pursuant to the provisions of Sections 198, 269,
Accountants, Mumbai, be and are hereby appointed as 309, 310, 311 read with Schedule XIII and all other applicable
Auditors of the Company to hold office from the conclusion provisions, if any, of the Companies Act, 1956, (including any
of this meeting until the conclusion of the next Annual amendment, modification, variation or re-enactment thereof),
General Meeting on a remuneration to be fixed by the Board the consent of the Shareholders of the Company be and is
of Directors of the Company.” hereby accorded for payment of the same remuneration to
Mr. Chirag C. Doshi, Managing Director of the Company as per
Special Business: the terms approved by the Members at 104th Annual General
7. To consider and if thought fit, to pass with or without Meeting held on 31st January, 2013 as appearing below as
modification(s), the following resolution as Ordinary minimum remuneration for the period from 1st October, 2013
Resolution: till the completion of his terms on 24th November, 2017 in the
“RESOLVED THAT Mr. A. R. Gandhi whose term of Office as an
 event of the Company having no profit or inadequate profits/
Additional Director pursuant to Section 161 of the Companies insufficiency of profits during any subsequent financial year in
Act, 2013 (erstwhile Section 260 of Companies Act, 1956) and which his present term is completed.
Article 133 of the Articles of Association of the Company REMUNERATION:
expires at this Annual General Meeting and in respect of
SALARY: ` 4,00,000/- per month.
whom the Company has received a Notice under Section 257
of the Companies Act, 1956 proposing his candidature for the (In the grade of ` 4,00,000/- to ` 8,00,000/- per month.)
office of a Director, be and is hereby appointed as a Director The Chairman of the Board has been authorised to sanction
of the Company, liable to retire by rotation. annual increment within above grade.

4
 Annual report 2012-13

COMMISSION: and any rules thereunder. In the absence of any Rules, such
Mr. Chirag C. Doshi would be entitled to a Commission of 1% perquisites shall be considered at actual cost.
(One Percent) of the net profits of the Company computed in COMMUNICATION FACILITIES:

accordance with Section 349 of the Companies Act 1956.
The Company shall provide free of charge communication
SPECIAL ALLOWANCE: facilities such as telephone, mobile, internet etc. the
Special Allowance of ` 1,65,000/- per month expenditure on which shall not be considered as a perquisite.
However, long distance personal calls shall be billed by the
PERQUISITES: Company.
In addition to Salary and Commission, Mr. Chirag C. Doshi RESOLVED FURTHER THAT Mr. G. S. Agrawal, Vice President

would be entitled to the following perquisites : (Legal & Taxation) & Company Secretary be and is hereby
HOUSING/RENT FREE ACCOMODATION: authorised to sign and submit the application to the Central
Government for approval of minimum remuneration to

House Rent Allowance/Rent Free Accommodation not
Mr. Chirag C. Doshi and to do all other things as may be
exceeding ` 70,000/- per month.
required to give effect to the above Resolution.”
LEAVE TRAVEL CONCESSION/ALLOWANCE:
Leave Travel Concession/Allowance for self and family once By order of the Board
in a year subject to the ceiling of one month’s salary per
annum.
“Family” means ‘spouse, dependent children and parents.’ G. S. Agrawal
Vice President (Legal & Taxation) &
LEAVE: Company Secretary
Leave, Leave accumulation and encashment as per Rules of
the Company. Registered Office:
3, Walchand Terraces
MEDICAL ALLOWANCE/REIMBURSEMENT: Tardeo Road

Medical Allowance/Reimbursement of expenses incurred Mumbai 400 034
by the Managing Director for Self and his family (spouse, Date : 27th November, 2013
dependent children and parents) subject to the ceiling of one
month’s salary in a year or 5 months’ salary over a period of
5 years. Notes:
(a) An Explanatory Statement under Section 102 of the

CONTRIBUTION TO PROVIDENT FUND AND Companies Act, 2013 in respect of special business in respect
SUPERANNUATION BENEFIT: of item No. 7 to 10 mentioned above are annexed hereto.
Contribution to Provident Fund and the Superannuation (b) A member entitled to attend and vote at the meeting is
benefit by purchase of Annuity or otherwise shall be as also entitled to appoint a proxy to attend and vote on a
prescribed under the Employees’ Provident Funds and poll instead of himself/herself and such proxy need not
Miscellaneous Provisions Act, 1952 and Income-tax Act, 1961 be a member of the Company. Proxies in order to be
to the extent that these either singly or put together are not effective must be received at the Registered Office of
taxable under the Income-tax Act, 1961. the Company not less than 48 hours before the time for
holding this Annual General Meeting.
GRATUITY:

(c) The Register of Members and Share Transfer Books of the
Half month’s salary for each completed year of service. Company will remain closed from Saturday, the 18th January,
FREE USE OF CAR: 2014 to Tuesday, the 28th January, 2014. (both days inclusive).
The Company shall provide one car with driver or reimburse (d) The Dividend, if declared at the meeting, will be paid on
the Driver’s Salary, for the Company’s business which will 08.02.2014 i.e. within the stipulated period, to those members
who hold shares in Physical Form and whose names appear
not be considered as a perquisite and use of car for private
on the Company’s Register of members as on 28th January,
purposes shall be billed by the Company.
2014. In respect of Shares held in Electronic Form, the
GAS, ELECTRICITY, PERSONAL ACCIDENT INSURANCE, ETC.
 dividend will be paid to the beneficial owners as per details
to be furnished by the Depositories for this purpose at the
The Company shall reimburse expenses or pay allowance
end of business hours on 17th January, 2014.
for utilization of Gas, Electricity, Water, Furnishing, Repairs,
Personal Accident Insurance Premium, Club fees, Membership (e) Members who hold shares in physical form are requested
of Professional Bodies and such other perquisites and/ to notify immediately change in their addresses, if any,
or allowances with overall ceiling of one month’s average to the Company’s Registrar and Share Transfer Agents,
salary per year. The said perquisites and allowances shall be M/s. Link Intime India Pvt. Ltd., specifying Registered Folio
calculated wherever applicable as per Income Tax Act, 1961 Number and other relevant details. Members, who hold

5
 shares in Electronic Form are requested to notify change in Accordingly, the said documents of the Company for the
their addresses to Depository Participants with whom they financial year ended September 30, 2013 will be sent in
are maintaining their Beneficial Owner Account. electronic form to those Members who have registered
their e-mail address with their DP and made available to the
(f ) Members who have not encashed their dividend warrants
Company by the Depositories.
for the financial years ended 30th September, 2006 and
thereafter, may immediately approach the Company for However, in case a Member wishes to receive a physical
revalidation of unclaimed warrants as the amount of dividend copy of the said documents, he is requested to send
remaining unpaid for a period of 7 years shall be transferred an e-mail to [email protected]/
to Investors Education & Protection Fund as per provisions [email protected] duly quoting his DP ID and
of Section 205A of the Companies Act, 1956. It may also be Client ID or the Folio number, as the case may be.
noted that once the unclaimed dividend is transferred to the Members holding shares in physical form are requested to
Investors Education and Protection Fund (IEPF) as above, no submit their e-mail address to the Registrar, Link Intime India
claim shall lie against the Company or the IEPF in respect Private Ltd./the Company, duly quoting their Folio number
thereof. and Members holding shares in electronic form who have not
registered their e-mail address with their DP are requested to
(g) In terms of the amended Clause 5A of the Listing Agreement,
do so at the earliest, so as to enable the Company to send
the Company has already complied with by sending three
the said documents in electronic form, thereby supporting
Reminders to the respective shareholders and taking
the green initiative of the MCA. Please refer to the letter
further steps to transfer the balance unclaimed shares to
and E-communication Registration Form enclosed with the
the Unclaimed Suspense Account. The Shareholders are
Report. Please note that the said Form is also available on the
requested to claim their Split and Bonus share certificates
website of the Company viz. www.walchand.com.
issued to them by the Company in physical form, who has
not yet collected the same. Concerned shareholders are (k) 
Members, who hold shares in De-materialized form, are
requested to contact the Company at the aforesaid address requested to bring their Client ID and DP ID Numbers for easy
before 17.01.2014 and lodge their claim for the said shares. identification of attendance at the meeting.
The said compliance has also been incorporated in Corporate (l) 
Members are requested to get the Shares transferred in
Governance Report annexed to the Annual Report. joint names, if shares are held in a single name to avoid the
(h) SEBI vide circular dated May 20, 2009 has made it mandatory inconvenience and also to send nomination form (available
for transferees requesting for transfer of shares of listed on website of the Company www.walchand.com), if not sent
companies in physical form, to furnish a copy of their PAN, earlier.
duly self attested to the Company/RTA, whilst lodgment of (m) 
Members/Proxy Holders are requested to produce at the
such shares. entrance of the hall admission slips duly completed and
(i) 
SEBI vide circular dated January 7, 2010 has made it signed, in accordance with the specimen signature registered
mandatory for legal heir(s) to furnish a copy of their PAN, with the Company for admission to the Meeting Hall.
duly self attested in the following cases in respect of shares  Members desiring any information relating to the
of listed companies held in physical form: annual accounts of the Company are requested to write
  Deletion of name of the deceased shareholder(s), to the Company at least 10 (Ten) days before the meeting to
where the shares are held in the names of two or more enable the Company to keep the information ready at the
shareholders; meeting.
 Transmission of shares in favour of legal heir(s), where (n) Mr. A. U. Rijhsinghani, Mr. G. N. Bajpai and Dr. Anil Kakodkar,
deceased shareholder was the sole holder of shares; and Directors of the Company retire by rotation at the ensuing
  Transposition of shares, when there is a change in the Annual General Meeting and being eligible offer themselves
order of names in which physical shares are held jointly for re-appointment. Mr. A. R. Gandhi and Mrs. Bhavna
in the names of two or more shareholders. Doshi, Directors are being appointed in the ensuing Annual
General Meeting. Brief resume of appointed/re-appointed
(j) 
Ministry of Corporate Affairs (MCA) vide circular nos. Directors, the details of their qualifications and experience,
17/2011 and 18/2011 dated April 21, 2011 and April 29, and names of the other public Companies in which they
2011 respectively have clarified that a company would be hold Directorships and Memberships/Chairmanships of
deemed to have complied with the provisions of Sections 53 Board and its Committees, as stipulated under Clause 49 of
and 219(1) of the Companies Act, 1956, if documents like the Listing Agreement with Stock Exchange are provided in
notices, annual reports, etc. are sent in electronic form to its the Report on Corporate Governance forming part of Annual
Members. Report. The Board of Directors recommends their respective
Further, in terms of Clause 32 of the Listing Agreement appointments/re-appointments.
which was amended vide Circular no. CIR/CFD/DIL/2011 (o) Documents relating to the items mentioned in the Notice
dated October 5, 2011, issued by SEBI, listed companies are and Explanatory Statement are available for inspection at
required to supply soft copies of the said documents to all the Registered Office of the Company on any working day
the shareholders who have registered their email address(es) (except Saturday and Sunday) during business hours from
for the purpose. 10.30 a.m. to 12.30 p.m.

6
 Annual report 2012-13

EXPLANATORY STATEMENT UNDER SECTION 102 OF Mrs. Bhavna Doshi is interested in the resolution as it relates to
THE COMPANIES ACT, 2013. her appointment. None of the other Directors, Key Managerial
Personnel of the Company or their relatives are in any way
Item No. 7 concerned or interested in the said Resolution.

The Board of Directors appointed Mr. A R. Gandhi as an Item No. 9

Additional Director of the Company w.e.f. 13-05-2013,
pursuant to the provisions of Section 260 of the Companies Mr. Chirag C. Doshi was re-appointed as Managing Director
Act, 1956 (New Section 161 of the Companies Act, 2013) read of the Company for a period of five years w.e.f. 25th November,
with Article 133 of Articles of Association of the Company. 2012 and the same has been approved by the shareholders in
Mr. A. R. Gandhi holds the office only up to the date their 104th Annual General Meeting held on 31st January, 2013 by
of this Annual General Meeting. A Notice has been received passing Special Resolution.
from a member as required under Section 257 of the Companies
Act, 1956, alongwith required deposit of ` 500/- proposing During the Financial Year 2012-13 when Mr. Chirag C. Doshi was
Mr. A. R. Gandhi as candidate for office of the Director. re-appointed as Managing Director the Company had adequate
profits. However, adverse impact of input cost, increase in Interest
A brief resume of Mr. A. R. Gandhi, details of his qualifications cost and Employee cost, accentuated by depreciating rupees
and experience and names of the Companies in which he resulted in loss of margins and this coupled with inflationary
holds Directorships and Memberships/Chairmanships of Board/ trends in other costs put significant pressure on margins for the
Committees, is provided in the Report on Corporate Governance year ended 30th September, 2013 and the Company’s Financial
forming part of the Annual Report. Results for year ended on 30th September, 2013 had resulted into
loss/inadequate profits/insufficiency of profits to pay the approved
Considering his vast experience in Finance, International/
amount of remuneration.
National Taxation and Advisory Field, the Board of Directors
considers it desirable that the Company should avail the benefit Mr. Chirag C. Doshi, Managing Director of the Company, a promoter
of his services as a Director of the Company and accordingly director of the Company had been paid the remuneration
recommends the resolution as set out in Item No. 7 of the Notice approved by the Shareholders in the Annual General Meeting
for his appointment as a Director liable to retire by rotation for the held on 31st January, 2013. However, the said remuneration drawn
approval of the shareholders. was resulted into in excess of ` 40,24,426/- due to loss/inadequate
Mr. A. R. Gandhi is interested in the resolution as it relates to profits/insufficiency of profits incurred for the financial year ended
his appointment. None of the other Directors, Key Managerial on 30th September, 2013. The said extra remuneration paid was as
Personnel of the Company or their relatives are in any way per the prevailing Industry Norms.
concerned or interested in the said Resolution.
In view of the same, Board has waived the excess recovery
subject to approval of Shareholders and Central Government.
Item No. 8 The Board recommends the Shareholder’s approval. Except
The Board of Directors appointed Mrs. Bhavna Doshi as an Mr. Chakor L. Doshi, Chairman and Mr. Chirag C. Doshi, Managing
Additional Director of the Company w.e.f. 27-11-2013, pursuant Director, no other Director, Key Managerial Personnel of the
to the provisions of Section 161 of the Companies Act, 2013 read Company or their relatives are in any way concerned or interested
with Article 133 of Articles of Association of the Company. in the said Resolution.
Mrs. Bhavna Doshi holds the office only up to the date of
this Annual General Meeting. A Notice has been received Item No. 10
from a member as required under Section 257 of the Companies
Mr. Chirag C. Doshi was re-appointed as Managing Director
Act, 1956, alongwith required deposit of ` 500/- proposing
of the Company for a period of five years commencing from
Mrs. Bhavna Doshi as candidate for office of the Director.
25th November, 2012 and the same has been approved by
A brief resume of Mrs. Bhavna Doshi, details of her qualifications the shareholders in the 104th Annual General Meeting held on
and experience and names of the Companies in which she 31st January, 2013 by passing Special Resolution.
holds Directorships and Memberships/Chairmanships of Board/
Committees, is provided in the Report on Corporate Governance During the Financial Year 2012-13 when Mr. Chirag C. Doshi was
forming part of the Annual Report. appointed as Managing Director, the Company had adequate
profits. However, adverse impact of input cost, increase in Interest
Considering her vast experience of over 3 decades as partner in cost and Employee cost, accentuated by depreciating rupees
renowned firms of chartered accountants, the Board of Directors resulted in loss of margins and this coupled with inflationary
considers it desirable that the Company should avail the benefit trends in other costs put significant pressure on margins for
of her services as a Director of the Company and accordingly the year ended 30th September, 2013 and the Company had
recommends the resolution as set out in Item No. 8 of the Notice incurred loss/inadequate profits/insufficiency of profits for the
for her appointment as a Director liable to retire by rotation for the F.Y. 2012-2013. In view of the same, it is considered necessary
approval of the shareholders. for the Company to procure the Central Government’s approval

7
as well as to procure the approval of the members by way of 5. Foreign Investment or Collaborators, if any:
special resolution for the payment of the same managerial
Foreign Investment: NIL
remuneration as already approved by the members at 104th
Annual General Meeting held on 31st January, 2013 as minimum Foreign Collaborations:
remuneration in the event of loss or inadequacy of profits for the
period of his appointment commencing from 1st October, 2013 — Foster wheeler North America Corporation, USA for
up to the completion of tenure of appointment i.e. 24th November, High Pressured Stroker Fired Boiler.
2017. — Kawasaki Heavy Industries Ltd., Tokyo, Japan for
Belt Conveyers.
The Board recommends to the shareholders the payment of same
managerial remuneration as already approved by the members —
Earthtechnica Co. Ltd., Tokyo, Japan for Super
at 104th Annual General Meeting held on 31st January, 2013 breaker for Lime Stone crushing.
as minimum remuneration, in the event of loss or inadequacy
of profits for the period of his appointment commencing from
1st October, 2013 up to the completion of his tenure of appointment. II. INFORMATION ABOUT THE APPOINTEE
1. Background details
Except Mr. Chakor L. Doshi, Chairman and Mr. Chirag C. Doshi,
Name of Director: Mr. Chirag C. Doshi
Managing Director, no other Director, Key Managerial Personnel
of the Company or their relatives are in any way concerned or Age: 39 Years
interested in the said Resolution. Qualification: 
B.A. (Economics) from University of
The resolution set out in the accompanying Notice together Michigan, USA; and MBA from the world-
with this Explanatory Statement is and should be treated as an renowned ‘INSEAD INSTITUTE’, Paris.
abstract of the terms of contract between the Company and Expertise & Experience in specific functional areas:
Mr. Chirag C. Doshi and the same is circulated to the members
accordingly. Mr. Chirag C. Doshi has extensively worked on business
strategies, various growth initiatives, market research,
A statement prescribed under Sub-Section (iv) of para (c) of business development and exploring new business
Section II of Schedule XIII of the Companies Act, 1956 in respect ventures for the Company and risen to the position
of Mr. Chirag C. Doshi is given below: of President and then Managing Director of the
Company. He is also on the Board of Bombay Cycle &
I. GENERAL INFORMATION Motor Agency Ltd.
1.  ature of Industry: The Company is engaged in heavy
N
engineering and undertakes projects and supply of 2. Past remuneration
machinery and equipments, in the fields of Nuclear As a Managing Director, Mr. Chirag C. Doshi has been
Power, Aerospace, Defence, Oil & Gas, Steam Generation receiving remuneration as approved by the Members
plants, Independent Power Projects, Turnkey Cement at the 99th Annual General Meeting held on January
plants, Turnkey Sugar plants, Mineral Processing and 30, 2008 for the period from November 25, 2007 to
Bulk Material handling. November 24, 2012 and thereafter as approved by the
2. ate or expected date of commencement of
D Members at the 104th Annual General Meeting held
commercial production: The Company is already in on January 31, 2013 for the period from November 25,
production for last several decades. 2012 to November 24, 2017. His remuneration during
the year ended September 30, 2013 which comprised
Financial performance based on given indicators
3.  of salary, monetary value of perquisites, allowances and
(For the year ended September 30, 2013) contribution to provident fund and Superannuation

P rofit/(Loss) before depreciation, ` (1860.45) Benefit was ` 98.40 Lakhs.
interest, tax and exceptional items Lakhs
Profit/(Loss) after tax and exceptional ` (3828.17) 3. Job profile and his suitability
item Lakhs Mr. Chirag C. Doshi the Managing Director, jointly with
Networth (excluding Revaluation
 ` 19987.36 Mr. G. K. Pillai the Managing Director and CEO is
Reserve) Lakhs responsible for day to day management of the Company.
ook Value per share (excluding
B ` 52.50  The Board is of the opinion that Mr. Chirag C. Doshi has
Revaluation Reserve) the requisite qualifications, expertise and experience for
the job he is holding.
Export performance and Net Foreign Exchange
4. 
Earnings: 4. Remuneration proposed
2012-13 ` 25629.11 Lakhs Given in the Explanatory Statement.

8
 Annual report 2012-13

5. omparative remuneration profile with respect to

C III. OTHER INFORMATION
industry, size of the company, profile of the position 1. Reasons of loss or inadequate profits:
and person (in case of expatriates the relevant details
WIL is an Indian company with global presence and
would be w.r.t. the country of his origin)
diversified business portfolio in Projects, Products and
(i) Name of Company: Thermax Limited High-tech Manufacturing. Carrying more than 100 years
Type of Industry:
 Energy and Environmental of Engineering Excellence legacy, WIL has established its
Engineering name as one of the best in its operational areas.
Approx. Annual Turnover (2012-13): ` 4632 Crores Despite its operations being on a very strong footing
Designation & personal profile: Managing Director; from a market perspective, adverse impact of input cost,
A Mechanical Engineering Graduate from the increase in Interest cost and Employee cost, accentuated
Regional Engineering College, Nagpur with an by depreciating rupees resulted in loss of margins and
Advanced Management Program Graduation from this coupled with inflationary trends in other costs,
the Harvard Business School, U.S.A.; 51 Years old put significant pressure on margins for the year ended
having 21 years of experience. 30th September, 2013 and the Company had incurred
Remuneration Profile (2012-13): Remuneration
 loss for the F.Y. 2012-2013.
comprised of Salary and Commission is ` 2.57 The revenue for the Year 2012-13 was down by 18% over
Crores. the Previous Year mainly due to the stalled projects and
other delays attributed to the specific projects such as:
Name of Company: Triveni Engineering & Industries
(ii) 
Limited — Delayed manufacturing of the equipment
 Type of Industry: Technology and Sugar Production — Delay in completion of civil work resulting in related
Company project execution delays.
Approx. Annual Turnover (2011-12): ` 1859.45 Crores — Some jobs got delayed due to last minute changes
Designation & personal profile: Joint Managing
 in design, inspection delays, etc from customer
Director; Masters Degree in Arts from the end as these were development jobs of National
Emmanuel College, UK and a Masters Degree in Importance.
Business Administration from the Wharton School
The above factors as well as the sluggishness in the
of Business, University of Pennsylvania, US; 38 Years
general economy had an adverse impact on the
old having more than 15 years of experience.
profitability of the company in the year under review.
Remuneration Profile (2011-12): Remuneration

comprised of Salary, Commission and other However, it has to be noted that there has not been any
perquisites is ` 1.35 Crore. change in the basic fundamentals of the business.

(iii) Name of Company: Praj Industries Limited 2. Steps taken or proposed to be taken for improvements
Type of Industry: The company is engaged in the The following steps taken or proposed for improvements
design, manufacture, supply and commissioning
— 
Cost reduction and productivity improvement
of fermentation and distillation equipments for the
measures;
manufacture of ethanol.
Approx. Annual Turnover (2012-13): ` 726.46 Crores — The focus will be for new orders in the field of
Aerospace, Defence, Gear segments which will have
Designation & personal profile: CEO & Managing
 better margins;
Director; Masters Degree in Organic Chemistry and
Master in Management from Bombay University and — Focus will be on Spare Parts business for better
has completed the Executive Development program value addition;
of Wharton Management School; around 50 years — 
Cost cutting in all possible areas are being
old having more than 24 years of experience. implemented;
Remuneration Profile (2012-13): Remuneration

— 
Company is doubling the production capacity
comprised of Salary, Commission and other
of missiles to confirm to the order delivery
perquisites is ` 2.54 Crores.
schedules.
6. ecuniary relationship directly or indirectly with
P
the company, or relationship with the managerial xpected increase in productivity and profits in
E3.
personnel, if any: measurable terms:
Other than receiving remuneration, Mr. Chirag C. Doshi It is difficult at this stage to quantify the effect of the
has no pecuniary relationship with the Company. He is measures taken/being taken by the Company to improve
son of Mr. Chakor L. Doshi, Chairman. the overall performance in financial terms.

9
 As mentioned above, the Company’s margins are Memorandum of Interest:
impacted by the depreciating rupee, increase in input Except Mr Chirag C. Doshi, and Mr Chakor L. Doshi to whom
costs and overall inflationary trend. Much of this impact Mr Chirag Doshi is related, no other Director or Key Managerial
will have to be borne till the country gets out of its Personnel or their relatives are concerned or interested in the
macro-economic problems. Efforts will continue to be aforesaid resolutions.
made to recover as much of the adverse impact from the
market to the extent practicable.
It is hoped that with the above measures, there will
be improvement in the overall performance of the
Company.

IV. DISCLOSURES
I nformation of the remuneration package of the managerial
personnel:

The Shareholders are notified of the remuneration By order of the Board
package of the managerial personnel through Explanatory
Statement annexed to the Notice of the meeting in which G. S. Agrawal
proposals for their appointments are placed before the Vice President (Legal & Taxation) &
Shareholders. Company Secretary
 isclosure on remuneration package and other terms of
D Registered Office:
Directors under “Corporate Governance” Report: 3, Walchand Terraces
The Corporate Governance Report forms a part of the Annual Tardeo Road
Report for the Year and remuneration package and other Mumbai 400 034
terms applicable to the Directors have been disclosed therein. Date : 27th November, 2013

10
 Annual report 2012-13

Directors’ Report 4. Dividend:

During the Year under review your Company has suffered
To: a loss after tax of ` (3,828) Lakhs. However, your Directors
The Members of are recommending Dividend for the Financial Year
Walchandnagar Industries Limited 2012-2013 out of accumulated profits of the earlier
years on Equity Shares of ` 2/- each at ` 0.40 per share
Your directors have pleasure in presenting the 105th Annual equivalent to 20% (50% in the previous year) aggregating to
Report with Audited Statement of Accounts for the year ended ` 152.28 Lakhs. The Dividend Distribution Tax thereon works
September 30, 2013. out to ` 25.88 Lakhs.

1. Performance for the Year in Retrospect: 5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by
Year ended Year ended way of Annexure ‘A’ to this report.
30.09.2013 30.09.2012
` in Lakhs ` in Lakhs 6. Finance & Accounts:
(i) Fixed Deposits:
Income: 73,215 89,518
Your Company did not invite or accept deposits from
Profit/(Loss) before the public during the year under review. Three deposits
Depreciation, (pertaining to previous years) aggregating to ` 70,000/-
Interest, Exceptional Item remained unclaimed as on 30th September, 2013.
and Exchange Currency
fluctuations (568) 7,886 (ii) Income Tax Assessments:
Less: Interest 4,076 3,049 Consequent to the proceedings u/s 132 of the Income
Tax Act initiated by the Department in the month of
Depreciation 1,815 1,798
December, 2012, the Company has filed an application
Exceptional Item (4,175) 529 before the Income Tax Settlement Commission which
has been admitted for further hearings. The Income
Profit before Exchange
Tax liability arising thereof has been provided for in the
Currency fluctuations (2,284) 2,510
accounts for the year ended 30.09.2013.
Less: Exchange Currency
Fluctuations Loss/(Gain) 1,293 819 7. Human Resources Development:
Profit/(Loss) before Tax (3,577) 1,691 
Your Company has been successful in implementing
Less: Tax (Net) 251 478 contemporary Human Resource practices and policies with a
view to make Walchandnagar Industries Limited a preferred
Profit/(Loss) after Tax (3,828) 1,213 employer in the heavy engineering industry. Keeping a
strategy of cost reduction in view, your company has been
During the year under review, the revenue for the year successful in bringing down the manpower and administration
2012-13 declined by 18.21% to ` 73,215 Lakhs as compared costs and focus has been on unified operations from lesser
to the previous year of ` 89,518 Lakhs. The Profitability during number of locations.
the year under review was also down and the company has To improve the external communication and ensure presence
suffered a loss after tax of ` (3,828) Lakhs against a profit after of WIL at proper forums, a Communication Department has
tax of ` 1,213 Lakhs in the last year. been set up under MD & CEO.

2. Current Year: A complete exercise has been undertaken for developing the
vision and mission of the organization for the forthcoming
The orders on hand as on 30.09.2013 were at ` 1,671 Crores decade.
as compared to ` 1,481 Crores as on 30.09.2012.
The Company launched the employee newsletter ‘WILPOWER’
3. Exports and Overseas Projects: to increase employee engagement.
 During the year under review, the Company achieved an
export turnover of ` 256 Crores as against ` 298 Crores, in the Learning & Development Capability:
previous year. The export orders on hand as on 30.09.2013 
The Company conducted almost 60 training programs
are at ` 467 Crores. During the year, the Company executed involving both, workers and officers. Feedback on these
orders for Boiler Projects in Ethiopia & Colombia, for Sugar programs has been encouraging and the impact of trainings
Project in Ethiopia and for Cement Projects in Tanzania, on employee development and overall performance has
Malawi and Niger. been significant.

11
8. Directors’ Responsibility Statement: Engineering students from University of Michigan conducted
Pursuant to Section 217(2AA) of the Companies Act, 1956, a science and engineering summer camp for secondary
the Directors confirm that: school students at Bharat Children’s Academy and Junior
College in Walchandnagar.
i. In preparation of the Annual Report, the Accounting
Standards laid down by the Institute of Chartered 
The Company also conducted a donation drive where
Accountants of India have been followed. employees could voluntarily donate books, toys and
ii. Appropriate accounting policies have been selected and stationery for under privileged children and the same were
applied consistently, reasonable and prudent judgment donated to a local NGO (Niradhar Balsangopan Orphan
applied consistently, and estimates have been made so Home). The event received an overwhelming response.
as to ensure that the accounts give a true and fair view of
Environment:
the state of affairs of your Company as at 30th September,
2013 and the loss of the Company for the year ended on To maintain a pollution free atmosphere and to spread
that date. awareness about environment protection, we have
undertaken tree plantation and organized seminars on
iii. Proper and sufficient care has been taken for maintenance pollution control & on disposal of hazardous waste.
of appropriate accounting records in accordance with
the provisions of the Act for safeguarding the assets of Encouraging young talents in the field of sports:
your Company and for preventing and detecting frauds As a part of our commitment to the Society, your Company
and other irregularities. has been sponsoring All-India Ranking National Tennis
iv. The annual accounts have been prepared on a going Tournaments in Pune for boys and girls below 16 years of age
concern basis. for the past six years.
This year, the tournament was held in Pune from 8th November
9. Corporate Governance: to 16th November, 2013 wherein prominent ranking tennis
Your Company believes that Corporate Governance is the players from all over India participated.
basis of stakeholder satisfaction. The Company is committed
to maintain the highest standards of Corporate Governance 11. Energy, Technology & Foreign Exchange:
and adhere to the Corporate Governance Requirements as set
out by SEBI. Your Company has obtained a certification from Pursuant to Section 217(1)(e) of the Companies Act, 1956
K. S. Aiyar & Co., Chartered Accountants, Statutory Auditors, read with Companies (Disclosure of Particulars in the
on compliance with clause 49 of the listing agreement. Report of Board of Directors) Rules 1988, information on
The Report of Corporate Governance along with Certificate conservation of energy, technology absorption, foreign
from the auditors of the Company regarding compliance of exchange earnings and out-go is given in the Annexure `C’
conditions of corporate governance is enclosed by way of to this Report.
Annexure ‘B’ to this Report.
12. Personnel:
10. Social Responsibility:
Employee relations remained harmonious and satisfactory
Over the years, the Company has taken and continues to
during the year and your Board would like to place on
take several initiatives in order to fulfill its corporate social
record their sincere appreciation to all the employees of the
commitments.
Company.
Health:

Information as per amended Section 217(2A) of the
To create health awareness in the township and nearby Companies Act, 1956 read with Companies (Particulars of
villages, the Company continued to organize various health Employees) Rules, 1975, forms part of this Report. As per the
schemes during the year. This year the Company organized provisions of Section 219(1)(b)(iv) of the Act, the Directors’
a general health check up camp for hazardous workers, Report and accounts are being sent to the shareholders
ECG check up camp for employees above 50 years of age, excluding the statement giving particulars of employees
undertook health related sessions for women and senior under Section 217(2A) of the Act.
citizens and organized a Blood Donation Camp.
The copy of the said statement is available at the Registered
Education: Office for inspection. Any shareholder interested in obtaining
The schools established by the Company continued to impart a copy of the statement, may write to the Company Secretary
education up to Higher Secondary grade to children staying at the Registered Office of the Company.
in Walchandnagar and in nearby villages. The Company
currently provides education to 5650 children of which, 20%
13. Subsidiaries:
are children of employees of the company and 80% are other
children who reside in Walchandnagar & nearby villages. The Company does not have any subsidiary.

12
 Annual report 2012-13

14. Directors: The Cost Audit Report in respect of the financial year ending
30.09.2013 will be filed within the stipulated time i.e. on or
Mr. A. R. Gandhi was appointed as an Additional Director
before 31st March, 2014.
under Section 260 of the Companies Act, 1956 (Section 161
of Companies Act, 2013 which got notified on 12.09.2013) The Company has received certificate from M/s. S. R. Bhargave
w.e.f. 13.05.2013. & Co., Pune, Cost Accountant Firm, to the effect that their
Mrs. Bhavna Doshi was appointed as an Additional Director re-appointment for F.Y. 2013-2014, if made, would be
under Section 161 of the Companies Act, 2013 (erstwhile within the prescribed limits under Section 224(1B) read with
Section 260 of Companies Act, 1956) w.e.f. 27.11.2013. Section 233B(2) of the Companies Act, 1956 and that they are
not subject to disqualifications specified in Section 226 of the
As Additional Directors, Mr. A. R. Gandhi and Mrs. Bhavna said Act.
Doshi hold office upto the ensuring Annual General Meeting
of the Company and as stated in the Notice for the 105th 
The Cost Auditors have further certified that they are
Annual General Meeting they are proposed to be appointed independent firm of Cost Accountants and are at arm’s length
as Directors liable to retire by rotation. relationship with the Company.
In accordance with the provisions of Companies Act, 1956
and Article 149 of the Articles of Association of the Company, 17. Acknowledgement:
Mr. A. U. Rijhsinghani, Dr. Anil Kakodkar and Mr. G. N. Bajpai Your Directors place on record their sincere appreciation of
are due to retire at the 105th Annual General Meeting and the assistance and co-operation that the Company has been
they being eligible offer themselves for re-appointment. receiving from the banks from time to time.
Brief profiles of the proposed appointees together with other Your Directors also would like to thank the customers,
disclosures in terms of Clause 49 of the Listing Agreement are suppliers and the shareholders, for their continued support
part of the Corporate Governance Report forming part of this and co-operation.
Report.

15. Auditors:
M/s. K.S. Aiyar & Co., Chartered Accountants, Auditors of
the Company will retire at the ensuing Annual General
Meeting and they being eligible have offered themselves for
reappointment. The members are requested to appoint the
Auditors and authorize the Board to fix their remuneration.
For & on behalf of the Board of Directors
16. Cost Auditors and Cost Audit Report:
Government of India, Ministry of Corporate Affairs, vide
Order No. 52/26/CAB-2010 dated 30th June, 2011 has
mandated Cost Audit for companies engaged in the Chakor L. Doshi
production, processing, manufacturing or mining of the Chairman
products falling under Chapter 72 or 73 of the First Schedule
to the Central Excise Tariff Act, 1985 which was further
amended vide Order No. 52/26/CAB-2010 dated 24th January,
Registered Office:
2012 covering products falling under Chapter 84 or 85 also
of the First Schedule to the Central Excise Tariff Act, 1985. 3, Walchand Terraces,
Accordingly, M/s. S. R. Bhargave & Co., Pune, Cost Accountant Tardeo Road,
Firm were appointed as “Cost Auditor” to carry out Cost Audit Mumbai 400 034.
for the Year ended 30.09.2013. Date : 27th November, 2013

13
Annexure “A” to the Directors’ Report The revenue for the year 2012-13 has shown a decline of 18% over
the previous year, majorly due to the stalled projects and other
Management Discussion and Analysis
delays attributed to the specific projects, such as:
Economic Overview — Delayed manufacturing of the equipment.
— Delay in completion of civil work, resulting in related project
Global Economy execution delays.
Capital inflows in the emerging markets due to the aggressive — We at present are doing some jobs which got delayed during
monetary easing by the Central Banks of developed economies, was last few months due to last minute design changes, inspection
a major highlight of the global economy in the year 2012-13. The delays etc. from Customer end as these were developmental
global economy continued to be over shadowed by challenges and jobs.
uncertainties due to the new turbulences, resulting in the divergence
of growth and prospects across geographies. The near-term risk In spite of the favorable foreign exchange rates, this year we
picture however has improved as recent policy actions in Europe ended with a negative EBIDTA and PBT margin due to the drop in
and US have addressed some of the serious short-term risks. The year the contribution due to the sales mix and cost overruns. The cost
also witnessed a noticeable slowdown in the emerging economies, overruns were on account of:
a reflection on the slack of demand in the advanced economies, — Increase in transportation and logistics cost on projects
domestic policy tightening amidst inflationary conditions and end of — Modification and rectification cost on projects
investment boom in some of the major emerging economies.
Order Book
Indian Economy The company has been selective in booking orders during the year
After witnessing the lowest decadal growth rate in GDP of 5.0%, and has not compromised on the quality of orders despite the
the Indian economy in 2012-13 has seen economic expansion drop subdued market conditions and intense competition prevailing in
to levels even below the crisis years of 2008-09. The slowdown the domestic market place in the sugar, boiler, cement, mineral
which started in the industrial sector also extended to services & bulk handling project sectors. The Company has expanded its
sector. Domestic supply bottlenecks and policy obstacles have seen geographical footprint into the export market and has taken a
growth decelerate and industrial output slump. The flow of the number of initiatives which are expected to yield good results in
new investments stopped resulting in the slump in the demand of the forthcoming year. The Order Book of the Company remains at
the industrial goods. The existing projects delayed due to financial a reasonable level with the outstanding orders at ` 1,671 Crores
constraints and implementation gaps. The high inflation and the tight as on 30th September, 2013. Following are the highlights of the
monetary policy also continued to challenge the economic revival. order book:
The Government and RBI have taken measures to reduce fiscal deficit •  o ahead for steam generation package and process house
G
to provide stability and protect the credit standing. New investments equipments at Tendaho Sugar Factory – Phase 2, Ethiopia.
are expected in almost all the major industrial sectors. These changes • Export order from Busia Sugar (Kenya) for Co-gen power and
are expected to yield positive results only in the coming years sugar plant.
and your company will surely have its share of benefits in the India
growth story. •  omestic order from Swaraj Agro for Co-gen power and
D
sugar plant.
Financial Overview • Additional order for missiles from BDL.

Sales & Profitability Further your Company has ambitious plans for ramping up its
order book in the Defence domain as well as focusing more on
Following is the summary of sales & profitability for the fiscal
Exports (for its traditional businesses of Sugar, Boiler and Cement)
2012-13 compared with previous year.
by leveraging its already existing presence. North and East Africa,
Particulars FY 2012-13 FY 2011-12 Latin America and South East Asia are focus regions in this respect.
Total Income 73,215 89,518
Key Events
EBIDTA (Before Exceptional (568) 7,886
Items & Exchange Currency Minerals and Metals Division
fluctuations) The Company has entered into some strategic and key tie-ups
EBIDTA (After Exceptional 2,314 6,538 with various leading technology holders in the field of iron, steel
Items & Exchange Currency and coal industry.
fluctuations)
— MCC Capital Engineering & Research Incorporation Limited
Proft/(Loss) Before Tax (PBT) (3,577) 1,691 (MCC-CERI), China.
Profit/(Loss) After Tax (PAT) (3,828) 1,213
— Northern Heavy Industries Group Co. Ltd., (NHI), Shenyang,
Cash Profit/(Loss) (2,013) 3,011 China.
Fully diluted EPS (10.06) 3.19 — Dalian Huarui Heavy Industries Ltd. (DHI) China on project to
All figures ` in lakhs except EPS, which is an absolute number project basis.

14
 Annual report 2012-13

— The Company is part of the consortium with NHI (Northern The division has made a nominal profit during the year.
Heavy Industries), BSDI (Benxi Steel Design Institute) and
CRI (Coal Research Institute). By being a member of the Risk Management
consortium, the Company has access to the technology to Your Company follows a conservative Risk Management policy.
enable bidding for all kinds of washery and beneficiation Whilst the broad framework of the Risk remains more or less same,
plants. the priorities do change in line with the changing business profile,
Instrumentation Division economic scenario etc.

We have tied up with Winters Instruments, Canada for introducing The business profile of your Company is evolving in line with
premium range of Instrumentation products under brand name current market trends and conditions wherein the focus is more
TIWIN in Indian Market. TIWIN product will cover some of the on turnkey project execution as against pure supply of equipment
range which is not available under TIWAC brand. This will help with a thrust to expand the Company’s geographic footprint in
in meeting entire requirement of customers – which was not overseas markets.
possible earlier. Winters Instruments, Canada is one of the major
global manufacturers of Instrumentation products having number Project Management and Contract Performance
of manufacturing units located globally. Winters Instruments are As mentioned above, your Company has started executing
manufacturing for us under TIWIN brand and will be marketed by us more projects on a turnkey basis. The size of the projects is also
in Indian Market. Introduction of TIWIN range of Instrumentation increasing as compared to the past. This, on one hand, enhances
Product will help in increasing market share in coming years. The the opportunity to attain scale economies and other benefits,
TIWIN brand would be marketed through our own marketing but it exposes the Company to a larger value of retentions
team as well as a network of dealers across the country. and guarantees. In such a scenario, Contract Management
and Performance Risk Management assume a much greater
Aerospace Division
significance, than any time in the past. This entails three primary
Your Company is proud to be associated with the successful launch things:
of India’s Mars Mission (Mangalyaan). The aerospace division at
• Robust estimation process.
Walchandnagar has supplied critical components to the space
program. • S trong execution process encompassing engineering,
procurement, manufacturing and site installation.
Segment Review
• Effective Project and Contract Management.
Heavy Engineering The Company has strengthened the existing processes and
For the year under consideration, the Sales of the Heavy Engineering increased the management bandwidth in these areas, with
Division decreased by 19% as compared to the previous year. The resources dedicated to Project Monitoring & Control as well as
turnover was negatively impacted by the delay in execution of by strengthening/augmenting skills in areas like civil works, your
the projects, delays in manufacture of the equipments, delays in Company is ambitious of becoming a strong project execution
completion of civil, erection and related project execution work. company.

The profitability of the project business took a major hit due to Liquidity & Financial Prudence
high input costs, cost overruns due to increase in transportation
Management of liquidity assumes even more importance
& logistics cost and cost incurred on the modifications and
when the size of the projects being handled goes up.
rectifications.
This is to ensure adequate supply of funds for execution of the
Foundry projects and entails the complete management of networking
The business of foundry is divided mainly into: capital. Your Company is giving significant emphasis on this
aspect with specific efforts to track receivables, inventories and
•  utomotive sector where the division supplies the heavy
A
payment to supply base. Further, your Company firmly believes
grey and SG Iron dies for the automotive industry.
that financial prudence is the key to survival in difficult times
• Industrial machinery and equipment. as well as sustained growth. Despite all the constraints faced
The foundry division has made a loss during the year 2012-13 during the year, your Company has maintained key financial
due to drop in realization resulting from the higher inputs cost on parameters at a prudent level, where debt equity ratio is
account of raw material, power and manpower costs. maintained at 1.31.

Precision Instrument Division Foreign Exchange Risk Management

The precision instrument division of the Company manufactures Your Company’s fundamental policy on the exchange risk
pressure and temperature gauges and sector mechanisms required management still continues to be conservative where the
for a range of process industry applications as well as automotive Company does not enter into any exotic, leveraged or embedded,
applications. As already informed the division has entered in a tie- long term structures of hedging. Your Company has created
up and is on the pedestal of high growth trajectory in the coming significant natural hedge between the exports outstanding and
years. import and loan liability in the USD terms.

15
Technology up-gradation •  dditional orders for missiles. The Company is doubling
A
The key to sustained competitiveness is the availability of the production capacity to confirm to the order delivery
contemporary technologies. Your Company, over the years, has schedules.
entered into collaboration arrangements with some of the world’s • Adequate focus on the Spares business in various Divisions.
renowned technology providers in its core field of activities. These • Continued focus & efforts to build on the current order book
included ongoing technology inputs as well as project specific position of the Company.
technology support.
Further, your Company has strong fundamentals for a sustainable
Demand Cyclicality growth:
Demand cyclicality is a generic risk applicable almost across the •  ell diversified yet synergistic business model with a good
W
spectrum. In case of your Company, this risk assumes significance mix of Project based and Manufacturing based businesses.
since most of the end users of your Company follow an economic • Strong manufacturing capability.
cycle of their own. This results in variation in the revenue • In-house design engineering capability.
drawn from different end user segments from year to year. Your
• Project management capability.
Company’s approach to mitigate this risk continues to be:
• Technology tie-ups in critical areas.
• Technology up-gradation and moving up the value chain.
• Diverse yet synergistic revenue model. This would augur well for your Company’s long term sustainable
growth.
• Focus on core & less cyclical industries such as Gear,
Aerospace, Missiles and Defence. Profitability
• Growing focus on overseas business. The profitability margins in the year 2012-13 have taken a major
hit due to the higher cost of the inputs, delays in project execution
Internal Control & Audit and sales mix. Your Company is taking steps to bring about
The internal audit function of the Company can be broadly divided improvement in profitability for which following progressive steps
into the following: are planned:
•  isk Based Internal Audit (RBIA) wherein the focus is
R • Attain scale of economies to effectively absorb overheads
given on End to End processes and control points from and expenses.
the point of view of Systems, Processes and awareness of • Significant focus on cost reduction & resource optimization.
people.
• Focus on the quality of orders and sectors.
• T ransaction audit covering all individual transactions on a
granular basis to check the accuracy, accounting, propriety Long-term competitiveness
and controls.
Your Company believes that it has taken steps to attain long term
•  udit of various sub processes in SAP. This entails identification
A growth and competitiveness and has significant resilience to
of process gaps in SAP and correcting them from time sustain through the periods of economic cyclicality and adversities.
to time. The key to this lies in the conservative, synergistic and technology
• The findings of the audit are discussed in each audit focussed strategies adopted by your Company.
committee meeting as well as in the internal meetings at a
regular interval.
Cautionary Statement
Outlook & Conclusion This management discussion and analysis may contain forward
Revenue looking statements within the meaning of the applicable laws,
rules and judicial pronouncements, relating to the business
While the revenues of the company declined by 18% in the year strategies, prospects, financial performance etc. The actual results
2012-13 over the previous year, the Company looks to be poised may vary significantly or materially than those contemplated/
for good growth in the next year because of the following: implied in the analysis for various reasons including but not limited
•  dequate order book as on September 30, 2013, which
A to the Government policy, macro economic situation, Business cycles,
stands at ` 1,671 Crores. Financial & liquidity situation, demand slowdown, performance risk,
• S trong business outlook in the Aerospace, Defence and Gear material costs, interest costs, exchange rates etc. The Company does
segments. These businesses lend long term sustainability to not undertake to make any declarations/pronouncements of any such
the revenue model of the Company. eventuality.

16
 Annual report 2012-13

ANNEXURE “B” TO DIRECTORS’ REPORT a Managing Director and 7 other Non-Executive Directors.
REPORT ON CORPORATE GOVERNANCE: The Listing Agreement requirement of at least one-half
of the Board to be of independent Directors, where the
(1) 
A brief statement on Company’s philosophy on Code Non-Executive Chairman is a promoter of the Company is met
of Governance: by the Company in view of 5 directors being Independent

The Company’s commitment for effective Corporate Directors out of total 10 Directors as on September 30, 2013.
Governance continues and the Company has always been (Except during the period from 25/11/2012 to 12/05/2013).
at the forefront of benchmarking its internal systems and The Non-Executive Directors are professionals and have vast
policies within accepted standards so as to facilitate the experience in the field of industry, finance, taxation, law
creation of long term value for its shareholders. The Company and management bringing a wide range of expertise and
has Audit Committee, Shareholders’ Grievance Committee, experience to the Board.
Remuneration Committee, Finance Committee, Allotment
Committee, Committee of Directors for Capital Issue, Corporate As required under the Listing Agreement, the Directors’ Report
Strategic Planning Committee and these Committees report includes the Report on “Management Discussion and Analysis”
to Board of Directors about the tasks assigned to them. as Annexure ‘A’ to Directors’ Report. The Board Members are
presented with proper notes along with the Agenda papers
The Board adopted Code of Conduct for all Board Members well in advance before the meeting. Information covering the
and Senior Management of the Company vide Circular matters listed as per Annexure-1 to Clause 49 is provided to
Resolution No. 01 dated 1st March, 2005. The said Code the Board as a part of Agenda papers.
of Conduct is posted on the Website of the Company
(www.walchand.com). The details of composition of the Board, the attendance
at the Board Meetings during the financial year and at the
(2) Board of Directors: last Annual General Meeting, number of Directorships,
As on September 30, 2013, the Board of Directors comprised remuneration paid to/provided for Directors during
of a Non-Executive Chairman, a Managing Director & CEO, 2012-2013 are given in the following table:
Information on Board of Directors
Name of Director Director Status No. of No. of Attend- No. of Chairmanship/ Remuneration paid/payable
Identifica- Board Board ance at other Membership of to Directors
tion Number Meetings Meetings last AGM Director- Committees in other (` in Lakhs)
(DIN) held attended ship in Public Ltd. Cos. $
other Chairman- Member- Sitting Salaries & Commi- Total
Public
ship ship Fees Perquisites ssion
Ltd. Cos.#
Mr. Chakor L. Doshi §00210949 C-NED 5 5 YES 2 None None 2.80 -- -- 2.80
Dr. P. K. Basu 01293663 NED-I 5 4 NO -- None None 1.60 -- -- 1.60
Mr. Dilip J. Thakkar 00007339 NED-I 5 5 YES 12 4 3 2.80 -- -- 2.80
Mr. A. U. Rijhsinghani
00177091 NED 5 5 YES -- None None 1.00 -- -- 1.00
Dr. Anil Kakodkar 03057596 NED-I 5 4 YES 1 None None 0.80 -- -- 0.80
Mr. G. N. Bajpai 00946138 NED-I 5 5 YES 11 5 5 1.80 -- -- 1.80
Mr. J. L. Deshmukh** 00267467 NED 5 3 NO 1 None None 0.40 32.62 -- 33.02
Mr. A. R. Gandhi* 00007597 NED-I 5 2 NO 2 1 2 0.40 -- -- 0.40
Mrs. Bhavna Doshi**** 00400508 NED-I NIL NIL NO 5 1 3 NIL -- -- NIL
Mr. G. K. Pillai*** 01537184 MD & CEO 5 4 YES -- None None -- 85.43 -- 85.43
Mr. Chirag C. Doshi § 00181291 MD 5 5 YES 1 None None -- 98.41 -- 98.41
Notes: 1. ”C-NED” Chairman – Non Executive Director “MD” Managing Director
“NED-I” Non Executive Director – Independent “MD & CEO” Managing Director & Chief Executive Officer
“NED” Non Executive Director
2. The Board meets at least once in a quarter to review the financial results and other items on the agenda, which are distributed to all the Directors in advance.
During the Financial Year 2012-2013, 5 Board Meetings were held on 23.11.2012, 31.01.2013, 13.02.2013, 13.05.2013 & 13.08.2013 and the maximum gap
between the two Board meetings did not exceed four months.
3. Sitting fees paid to Directors include fees paid for attending the Board Meetings and all Sub-Committees thereof during the Financial Year.
4. During the year, the professional fees amounting to ` 133.60 Lakhs & ` 30.20 Lakhs were paid to Mr. Chakor L. Doshi, Chairman and Mr. A.U. Rijhsinghani,
Director respectively, in accordance with the approvals granted by the Shareholders. There were no other pecuniary relationships or transactions of Non-
Executive Directors vis-a-vis the Company.
# Excludes Directorship in Private Limited Companies which are not subsidiaries of Public Limited Companies, Foreign Companies and Companies under
Section 25 of the Companies Act.
$ Figures includes Committee positions in Audit & Shareholders/Investors Grievance Committee only.
§ Except Mr. Chirag C. Doshi, Managing Director, son of Mr. Chakor L. Doshi, Chairman, no other directors have any inter-se relationship with the other Directors
of the Company.
* Mr. A. R. Gandhi was appointed as an Additional Director of the Company w.e.f. 13.05.2013.
** Mr. J. L. Deshmukh retired as MD & CEO on 24.11.2012 and continued as an Non Executive Director w.e.f. 25.11.2012. Remuneration paid to him is for the period
01.10.2012 to 24.11.2012.
*** Mr. G. K. Pillai was appointed as MD & CEO w.e.f. 25.11.2012. Therefore Remuneration paid to him is for the period 25.11.2012 to 30.09.2013.
**** Mrs. Bhavna Doshi was appointed as Additional Director of the Company w.e.f. 27.11.2013.

17
 Code of Conduct: She is currently providing advisory services in the
The Company has formulated, adopted and implemented fields of taxation, accounting, corporate and regulatory
the Code of Conduct for all its Board Members and Senior matters. She has rich experience of over 3 decades as
Management Personnel of the Company as required under partner in renowned firms of chartered accountants,
Clause 49(I)(D) of the Listing Agreement. The Code is B. S. Mehta & Co, RSM & Co and Bharat S Raut & Co
posted on the Company’s website: www.walchand.com. All (member firm of KPMG in India).
Board members and Senior Management personnel have As an elected member of the Council of Institute of
affirmed compliance with the Code on an annual basis and a Chartered Accountants of India for four terms, she
declaration to this effect by Mr. G. K. Pillai, Managing Director served on its various committees and very actively
and CEO is attached to this report. contributed to the formulation of accounting standards
in India. She was elected to the Western India
CEO/Head of Finance Certification: Regional Council of the ICAI and held positions of
As required under Clause 49(V) of the Listing Agreement Secretary and Chairperson. She was a member of the
with the Stock Exchanges, the Managing Director & CEO and Compliance Advisory Panel of International Federation
Head of Finance have certified to the Board the financial of Accountants, New York. She was the President of
statements for the year ended September 30, 2013 and the the Indian Merchants’ Chamber, a leading Chamber
same is attached to the Report. of Commerce headquartered at Mumbai.

The information regarding details of Directors being She is also on the Board of 5 other Public Limited
appointed/re-appointed is given below pursuant to Companies namely: Peninsula Land Limited, Peninsula
Clause 49(IV)(G) of the Listing Agreement. Investment Management Company Limited, SEAMAC
Limited, LIC Pension Fund Limited, Everest Industries
(i) Mr. A. R. Gandhi, aged 70 years is a fellow member Limited and Indian Merchants’ Chamber (a Section 25
of the Institute of Chartered Accountants of England Co.) and several Private Limited Companies. Mrs. Bhavna
and Wales and that of India. Mr. A. R. Gandhi is an Doshi is the Chairperson of Audit Committee of SEAMAC
Associate Member of the Chartered Institute of Taxation, Limited, She is also a member of Audit Committee
London. of Peninsula Land Limited and Peninsula Investment
He was associated as a Senior Partner of M/s. N. M. Raiji & Management Company Limited and Member of
Company from July 1969 to July 2003. During his tenure Shareholders Grievance Committee of SEAMAC Limited.
at M/s. N. M. Raiji & Company, he handled a variety Mrs. Bhavna Doshi was appointed as an Additional
of client engagements, including advisory services Director w.e.f. 27.11.2013 and is seeking to be elected
relating to Mergers and Acquisitions and National and as a Director liable to retire by rotation at the ensuing
International Tax issues. Annual General Meeting of the Company.
In the year 2003 he joined Tata Group & held the position (iii) 
Mr. A. U. Rijhsinghani, Ex-Managing Director of the
of Director in various Tata Group Companies. He was Company aged 81 years is an Engineering Graduate
associated with Tata Sons as Executive Director of the with Post Graduate degree from IIIinois Institute of
Company. He has played a Pivotal role in acquisition of Technology, USA and is also a Fellow of Economic
Corus & Jaguar Land Rover in 2007-2008. Development Institute of Washington, USA. He has
He is also on the Board of 2 other Public Limited vast experience of over 57 years’ to his credit in
Companies namely: The Paper Products Limited and General Management, Project Engineering & Project
United Spirits Limited. Mr. A. R. Gandhi is the Chairman Consultancy. He is Director on the Board of Walchand
of Audit Committee of United Spirits Limited, He is also Foundries Pvt. Ltd.
a member of Audit Committee of The Paper Products (iv) Dr. Anil Kakodkar, aged 70 years, BE (Mech. Engineering
Limited and Member of Shareholders Grievance from Mumbai University) and M.Sc. (Experimental
Committee of United Spirits Limited. Stress Analysis from Nottingham University), is currently
Mr A. R. Gandhi was appointed as an Additional Director associated as DAE Homi Bhabha Chair Professor at
w.e.f. 13.05.2013 and is seeking to be elected as a Bhabha Atomic Research Centre (BARC). He is on the
Director liable to retire by rotation at the ensuing Annual Board of Maharashtra Knowledge Corporation Ltd.
General Meeting of the Company. He was Chairman of Atomic Energy Commission and
Secretary to Government of India, Department of
(ii) Mrs. Bhavna Doshi, aged 60 years is a fellow member of Atomic Energy during 2000-2009. He has 49 years of
the Institute of Chartered Accountants of India and holds experience in the field of Research and Development
Masters Degree in Commerce from Mumbai University. related to nuclear development. He was also associated
She has had an exemplary academic career and was with Advanced Heavy Water reactors to produce energy
ranked 2nd at all India Level at both, Intermediate and from Thorium on a large scale, Nuclear Submarine
Final CA Examinations. Powerpack Technology, design and construction

18
 Annual report 2012-13

of Dhruva reactor, advanced nuclear technology, He has been earlier Member of the Governing Boards of
development of nuclear power programme. IIM, Lucknow and National Insurance Academy.
During his tenure with Atomic Energy Commission, He is also on the Board of 11 other Public Limited
India became a partner in the ITER (International Companies namely: Future Generali India Life
Thermonuclear Experimental Reactor) project and got Insurance Company Limited, Future Generali India
exemption for nuclear trade from Nuclear Supplier’s Insurance Company Ltd., Future Ventures India Ltd.,
Group (NSG) besides several international cooperation Mandhana Industries Ltd., Nitesh Estate Ltd., Usha
agreements in the area of nuclear power, acquisition of Martin Ltd., Shriram New Horizons Ltd., PNB Housing
Uranium and nuclear research. He has brought out for Finance Ltd., Micromax Informatics Ltd., Dalmia
more than 250 scientific papers and reports on various Cements (Bharat) Ltd., United Spirits Ltd. and IDE India
aspects of his work. (a Section 25 Co.) and several Private Limited Companies.
Mr. Bajpai is the Chairman of Audit Committee of

He has been honoured as Doctor of Science Future Generali India Life Insurance Company Ltd.,
and Doctor of Literature from number of Universities/ Future Generali India Insurance Company Ltd., Future
Prestigious Institutes including IIT Bombay, IIT Kharagpur, Ventures India Ltd., and Chairman of Shareholders
IIT Delhi. He has also been awarded as Padmashri, Grievance Committee of Future Generali India Life
Padma Bhushan and Padma Vibhushan for his Insurance Company Ltd. and Future Generali India
recognition in the field of Research and Development Insurance Company Ltd., he is also a member of Audit
work related to nuclear. Committee of Dalmia Cement (Bharat) Ltd., Mandhana
He has received number of National honours and awards Industries Ltd., Nitesh Estates Ltd. and United Spirits Ltd.
for his recognition in the Field of Science and Technology. and Member of Shareholders Grievance Committee of
United Spirits Limited.
He is a Chairman of Solar Energy Corporation of India
and also joined the Board of Gharda Scientific Research (3) Audit Committee:
Foundation both Section 25 Companies. The Audit Committee of the Board comprises of 3 Non-
Executive Directors namely Mr. Dilip J. Thakkar, Dr. P. K. Basu,
(v) 
Mr. Ghyanendra Nath Bajpai aged 71 years, B.Com, and Mr. Chakor L. Doshi, out of which two are independent
M.Com. (University of Agra), L.L.B. (University of Indore), Directors including Mr. Dilip J. Thakkar, the Chairman of
retired as Chairman of Life Insurance Corporation of the Committee and the requirement of Section 292A of
India (LIC) having vast experience in the field of Finance, the Companies Act, 1956 and Clause 49(II)(A) of the Listing
Accounts, Asset Management, Banking, Administration Agreement have been complied with. The Committee is
etc. As Chairman, he transformed LIC to meet the authorised by the Board in the manner as envisaged under
challenges of deregulation and competition from Clause 49 (II)(C) of the Listing Agreement.
global insurance companies. He was associated with
The Committee has been assigned task as listed under Clause
GIC, ICICI Bank, UTI, Axis Bank, Tata Chemicals, Jindal
49(II)(D) of the Listing Agreement. The Committee reviews
Steel, Thane Electric Supply Co., National Housing
the information as listed under Clause 49(II)(E) of the Listing
Bank, Discount and Finance House, Indian Railway
Agreement.
Finance Corporation, India International Insurance Ltd.,
Singapore and Ken-India Ltd., Nairobi (Africa) as Director. Attendance of Directors at the Audit Committee Meeting
He was also associated with National Stock Exchange as held during the Financial Year:
Non-Executive Chairman, Stock Holding Corporation of
India, LIC Housing Finance Ltd. and LIC International EC Name of Director No. of Meetings No. of Meetings
Bahrain and LIC Nepal Ltd. held attended
Later he was the Chairman of Securities and Exchange Mr. Dilip J. Thakkar 4 4
Board of India (SEBI) for 3 years. As Chairman of SEBI, Dr. P. K. Basu 4 4
he initiated numerous reforms and innovations in Mr. Chakor L. Doshi 4 4
India’s securities markets. He is a visiting faculty at
leading institutes of Management and Training. He has Four Audit Committee Meetings were held during the
been awarded amongst others for the ‘Outstanding year 2012-2013 on 23.11.2012, 13.02.2013, 13.05.2013, &
Contribution to the Development of Finance’ from Prime 13.08.2013.
Minister of India, Dr. Manmohan Singh. The necessary quorum was present for all the meetings.
He was also a Chairman of the Corporate Governance  r. Dilip J. Thakkar, Chairman of the Audit Committee
M
Task Force of International Organization of Securities was present at the Annual General Meeting held on
Commissions and the Chairperson of the Insurance 31.01.2013.
Institute of India, a counter part of Chartered Insurance Managing Director & CEO, Managing Director, Sr. President/
Institute, U.K. President (Finance & Commercial), Statutory Auditors

19
 and Vice President (Internal Audit) are the permanent invitee  The details of remuneration paid/provided for Mr. G.K. Pillai
of the Audit Committee. Internal Independent Auditor and for the period 25/11/2012 to 30/09/2013 is as follows::
other members of the Senior Management have attended Amount paid/payable (` in lakhs)
when invited to the meetings. Mr. G. S. Agrawal, Vice President
(Legal & Taxation) & Company Secretary attended the meetings Details Mr. G. K. Pillai
as Secretary of the Committee. All the members of the audit Managing Director & CEO
committee are financially literate and possess the requisite (from 25/11/2012)
accounting and related financial management expertise. Salary 43.00
Perquisites 42.43
(4) Remuneration Committee:
The Remuneration Committee comprises of Mr. Chakor L. Contribution to P.F. and
Doshi and four Independent Directors viz., Dr. P. K. Basu, Superannuation —
Mr. Dilip J. Thakkar, Mr. G. N. Bajpai and Dr. Anil Kakodkar. Gratuity —
Dr. P. K. Basu is the Chairman of the Committee. Commission —
Mr. G. S. Agrawal, Vice President (Legal & Taxation) & Company
Secretary acts as Secretary to the Remuneration Committee. Total 85.43
The Remuneration Committee of the Company reviews
the remuneration of Managing/Executive Directors. The The additional information in respect of Mr. G. K. Pillai,
Chairman of the Remuneration Committee was not present Managing Director & CEO is as under:
at the Annual General Meeting held on 31.01.2013. Service Contract : Five years.

Remuneration Policy: The remuneration of Managing/
Notice Period : Six Months.
Whole-Time Directors is approved by the Remuneration
Committee based on criteria such as industry benchmarks, Severance fees : Not Applicable.
Company’s performance vis-à-vis industry performance/track
Stock options : Not Applicable.
record of the Managing/Whole-time Director/appointee and
is reported to the Board of Directors.
The details of remuneration paid/provided for Mr. Chirag
The Non-Executive Directors do not draw any remuneration C. Doshi for the financial year ended September 30, 2013 is
from the Company except as mentioned in Item No. 2 above. as follows:
The total amount of sitting fees paid to Non-Executive
Amount paid/payable (` in lakhs)
Directors during the year was Rs. 11.6 lakhs.
Details Mr. Chirag C. Doshi

During the Financial year 2012-2013 under review, no
meeting of the Remuneration Committee was held. Managing Director
Salary 46.20
Shareholding of Non-Executive Directors:
Perquisites 37.43
Mr. Chakor L. Doshi holds 55,930 equity shares of the
Company including 6,680 equity shares held by his HUF. Contribution to P.F. and
No other Non-Executive Director holds any shares in the Superannuation 12.47
Company. Gratuity 2.31
The details of remuneration paid/provided for Mr. J. L. Commission —
Deshmukh for the period 01/10/2012 to 24/11/2012 is as Total 98.41
follows:
Amount paid/payable (` in lakhs) The additional information in respect of Mr. Chirag C. Doshi,
Details Mr. J. L. Deshmukh Managing Director is as under:
Managing Director & CEO Service Contract : Five years.
(Upto 24/11/2012)
Notice Period : Six Months.
Salary 6.33
Severance fees : Not Applicable.
Perquisites 24.24
Stock options : Not Applicable.
Contribution to P.F. and
Superannuation 1.71 
The Remuneration Committee also acts as Selection
Gratuity 0.34 Committee by co-opting a suitable expert from respective
Commission -- field to consider and approve cases falling under
Section 314 of the Companies Act, 1956 and the Directors’
Total 32.62
Relatives (Office or Place of Profit) Rules, 2003.

20
 Annual report 2012-13

(5) Shareholders’ Grievance Committee: Intime India Pvt. Ltd., the Registrar & Share Transfer Agent of
Shareholders’ Grievance Committee has been re-constituted the Company to approve matters concerning share transfer/
w.e.f. 23.11.2012 and Dr. Anil Kakodkar is appointed as transmission, consolidation of shares etc. and all other
Chairman of the Committee. It comprises of 3 Non-Executive functions as delegated to Shareholders Grievance Committee
Directors namely Mr. Chakor L. Doshi, Dr. Anil Kakodkar and except replacement of lost/stolen/mutilated share certificates
Mr. Dilip J Thakkar. The composition of the Committee meets which is only approved by the Board of Directors of the
the requirement of the Clause 49 of the Listing Agreement. Company. These matters are subsequently ratified by the
Mr. G. S. Agrawal, Vice President (Legal & Taxation) & Company Board of Directors. The Company did not have any Share
Secretary and Compliance Officer acts as a Secretary of the Transfer application pending as on September 30, 2013.
Committee Meeting. The Committee is authorised to redress In addition to above committees, the Board has constituted
the Shareholder’s and Investor’s Complaints. four more committees namely; Finance Committee,

During the financial year 2012-13, 76 complaints were Allotment Committee, Committee of Directors for Capital
received from shareholders and were resolved as per details Issue and Corporate Strategic Planning Committee. The
given hereunder: composition, functions and attendance of members of the
Committees are listed below:
Sr. Nature of query/ Pending Received Redressed Pending
No. Complaint as on during during the as on (7) Finance Committee:
01.10.12 the year year 30.09.13

The Board of Directors formed Finance Committee to
1. Non Receipt of — 14 14 — consider and approve borrowing proposals referred to it by
S.C. – Transfer
the Board. During the financial year 2010-2011, the powers
2. Non Receipt — 39 39 — and responsibilities of Finance Committee were extended
of Dividend/
in respect of (i) Opening of new Bank Accounts and/or
Interest/
Redemption Closure of the Bank Accounts; (ii) Authorizing executives of
Warrant the company to operate the bank accounts; (iii) Revision in
3. Non Receipt of — 4 4 — Authorized Signatories to operate existing Bank Accounts
Annual Report of the company; (iv) Availing Internet Banking facilities
4. Non Receipt of — 10 10 — including e-commerce and/or closure of Internet banking
Exchanged Cert facilities, authorizing executives of the company to operate
5. Non Receipt — 4 4 — the said facilities and revision in authorized signatories for
of Bonus operating the said facilities; (v) Authorizing executives of
Certificate(s) the company for dealing in Forward Contracts on behalf of
6. Non Receipt of — 2 2 — the Company and authorize the executives for executing the
Rep/Spl/Con/Dup documents under Common Seal of the Company for availing
7. Others — 3 3 — the said facilities, from time to time. Finance Committee was
TOTAL — 76 76 — re-constituted w.e.f. 25.11.2012 and Mr. Dilip J. Thakkar was
Attendance of Directors at the Shareholders’ Grievance appointed as the Chairman of the Committee and Mr. J. L.
Committee Meeting held during the financial year are as Deshmukh ceased to be the Member of the Committee.
under: The Committee comprises of three Directors viz. Mr. Chakor
L. Doshi, Mr. Dilip J. Thakkar and Mr. G. N. Bajpai. During
Name of Director No. of Meeting No. of Meeting the financial year 2012-13 under review, four meetings of
held attended Finance Committee were held on 23.11.2012, 31.01.2013,
Dr. Anil Kakodkar 1 — 25.03.2013 and 02.08.2013.
Mr. Chakor L. Doshi 1 1 
Attendance of Directors at the Finance Committee
Mr. Dilip J. Thakkar 1 1 Meeting held during the financial year are as under:
During the year under review, One Shareholders Grievance Name of Director No. of Meetings No. of Meetings
Committee Meeting was held on 23.11.2012. The necessary held attended
quorum was present at the meeting. Mr. G. S. Agrawal, Vice Mr. Dilip J. Thakkar 4 4
President (Legal & Taxation) & Company Secretary attended Mr. Chakor L. Doshi 4 4
the meeting as Secretary of the Committee. Mr. G. N. Bajpai 4 4
(6) Share Transfer Matters: Mr. J. L. Deshmukh 4 1
In order to ensure prompt service to Shareholders, the Board 
Mr. G. S. Agrawal, Vice President (Legal & Taxation) &
of Directors has given authority to Managing Director & CEO Company Secretary attended the meetings as Secretary of
and Managing Director of the Company together with Link the Committee.

21
(8) Allotment Committee:
The Board of Directors constituted Allotment Committee for the purpose of allotment of equity shares on conversion of warrants
to specified allottees as approved by the shareholders by passing Special Resolution.
The Committee comprises of three Directors viz. Mr. Dilip J. Thakkar, Mr. G. N. Bajpai and Mr. Chakor L. Doshi. Mr. Dilip J. Thakkar is
Chairman of the Committee. During the financial year 2012-13 under review, no meeting of the Allotment Committee was held.

(9) Committee of Directors for Capital Issue:

The Board of Directors had constituted ‘Committee of Directors for Capital Issue’ (‘Committee’) with regard to create, offer, issue and
allot in one or more tranch(es), in one or more foreign markets or domestic markets, to persons and entities whether such persons
and/or entities are shareholders of the Company or not, including to Qualified Institutional Buyers, as defined in the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as may be amended from time to time,
(“SEBI Regulations”), (collectively “Investors”).
The Committee was re-constituted w.e.f. 25.11.2012 and Mr. G. N. Bajpai was appointed as the Chairman of the Committee and
Mr. Chirag C. Doshi and Mr. J. L. Deshmukh ceased to be the Members of the Committee. It comprises of three Directors viz.
Mr. Chakor L. Doshi, Mr. Dilip J. Thakkar and Mr. G. N. Bajpai. During the financial year 2012-13 under review, no meeting of the
Committee of Directors for Capital Issue was held.

(10) Corporate Strategic Planning Committee:

The Board of Directors had constituted ‘Corporate Strategic Planning Committee’ for overseeing and facilitating the development
and implementation of the Company’s corporate strategy including Long and Short term plans.
The Committee was re-constituted w.e.f. 25.11.2012 and Mr. J. L. Deshmukh ceased to be the Member of the Committee. It comprises
of Four Directors viz. Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. Chakor L. Doshi and Mr. Chirag C. Doshi. Dr. Anil Kakodkar is Chairman
of the Committee. During the financial year 2012-13 under review, no meeting of the Corporate Strategic Planning Committee
was held.

(11) General Body meetings:

(i) Location and time, where last three AGMs held:
Year Venue Date Time
2009-10 Walchand Hirachand Hall, IMC Building, Churchgate, Mumbai - 400 020 10.02.2011 04.00 p.m.
2010-11 Walchand Hirachand Hall, IMC Building, Churchgate, Mumbai - 400 020 09.02.2012 04.00 p.m.
2011-12 Walchand Hirachand Hall, IMC Building, Churchgate, Mumbai - 400 020 31.01.2013 04.00 p.m.

(ii) Location and time, where Extraordinary General Meetings were held in last three years:
Year Venue Date Time
2009-10 Walchand Hirachand Hall, IMC Building, Churchgate, Mumbai - 400 020 25.11.2009 12.00 Noon

(iii) Special resolutions passed in the previous three AGMs:

 2011-12
(a) Resolution Number 7, Resolution under Section 198, 269, 309, 310, 311 read with Schedule XIII to accord consent of
the Shareholders of the Company for the appointment of Mr. G. K. Pillai as Managing Director & Chief Executive Officer
of the Company.
(b) Resolution Number 8, Resolution under Section 314(1B) of the Companies Act, 1956 to accord consent of the
shareholders of the Company to Mrs. Tanaz C. Doshi to hold and continue to hold an office or place of Profit in the
Company with the designation as Special Executive.
(c) Resolution Number 9, Resolution under Section 314(1B) of the Companies Act, 1956 to accord consent of the
shareholders of the Company to Mrs. Champa C. Doshi to hold and continue to hold an office or place of Profit in the
Company with the designation as Special Executive (Corporate Affairs).
(d) Resolution Number 10, Resolution under Section 198, 269, 309, 310, 311 read with Schedule XIII to accord consent of
the Shareholders of the Company for the re-appointment of Mr. Chirag C. Doshi as Managing Director of the Company.
All resolutions including special resolutions were passed by the members of the Company. No postal Ballots were used for
voting at these meetings.

22
 Annual report 2012-13

(12) Disclosures:
(i) Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature with its Promoters,
Directors or the Management, their Subsidiaries or Relatives, etc. that may have potential conflict with the interests of the Company
at large:

The Audit Committee and the Board consider periodically the statement of related party transactions with details together with
the basis at their meetings. However, these transactions are not likely to have any conflict with the interest of the Company.
As required by the Accounting Standards AS-18, the details of related party transactions are given in Note No. 31 to the notes
on financial statements for the year ended 30th September, 2013 and forming part of Accounts.
(ii) Management Disclosures:
The Senior Management personnel have made disclosures to the Board relating to all material financial and commercial
transactions, if any, where they may have personal interest that may have a potential conflict with the interest of the Company
at large. Based on the disclosures received, none of the Senior Management personnel has entered into any such transactions
during the year.
(iii) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any
Statutory Authorities, on any matter related to Capital markets during last three years:
None.
(iv) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause.
The Company has complied with all the mandatory requirements on the Corporate Governance as specified in Annexure ID to
the Clause 49 of the Listing Agreement with the Stock Exchanges and the Company has fulfilled the following non-mandatory
requirements as prescribed in Annexure ID to the Clause 49 of the Listing Agreement with the Stock Exchanges:
1. Chairman of the Board:
The Chairman’s Office with required facilities is provided and maintained at Company’s expense for use by its Non-Executive
Chairman.
2. Other Committees:
The Company has constituted 5 more committees viz. Remuneration Committee, Finance Committee, Allotment Committee,
Committee of Directors for Capital Issue and Corporate Strategic Planning Committee of the Board of Directors of the
Company.

(v) Corporate Identity Number (CIN):

The Corporate Identity Number of the Company allotted by the Ministry of Corporate Affairs, Government of India is
L74999MH1908PLC000291.

(vi) Compliance Certificate from Auditors on Corporate Governance:

Certificate from Statutory Auditors M/s. K. S. Aiyar & Co, Chartered Accountants as stipulated under Clause 49 of the Listing
Agreement is annexed to this Report.

(vii) Reconciliation of Share Capital Audit report (formerly known as Secretarial Audit Report) and Certificate of Compliance with Clause
47(c) of the Listing Agreement:
The SEBI vide Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 has modified the terminology of ‘Secretarial Audit’, as
‘Reconciliation of Share Capital Audit’. A qualified practicing company secretary has carried out secretarial audit to reconcile
the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and
total issued and listed capital. The ‘Reconciliation of Share Capital Audit’ (formerly known as Secretarial Audit Report) confirms
that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number
of Dematerialized shares held with NSDL and CDSL. The audit is carried out by M/s. V. N. Deodhar & Co., Practicing Company
Secretaries every quarter and report thereon is submitted to the Stock Exchanges along with half yearly Compliance Certificate
as per Clause 47(c) of the Listing Agreement and placed before the Board of Directors.

(viii) Risk Management Framework:

The Company has laid down procedures to apprise the Board of Directors regarding key risk assessment and risk mitigation
mechanisms and the same has been reviewed periodically to ensure that executive management control risk through means of
a properly defined framework.

23
 (ix) Proceeds from Public Issues, rights issues, preferential issues etc.:
During the financial year 2007-08, the Company had converted 8,00,000 convertible warrants issued on preferential basis. The
Company has received entire amount of ` 5,072 lakhs on conversion of the warrants into equity shares. The Company has
utilized ` 1,516 lakhs for capital expenditure and the balance amount ` 3,556 lakhs for Working Capital.

(13) Means of Communication:

(i) Quarterly, Half Yearly and Annual Results are published in All India Edition of Financial Express in English & Mumbai Lakshadeep
in Marathi News papers from Mumbai.
(ii) The quarterly, half yearly and annual results and shareholding pattern are also posted on the website of the Company
(www.walchand.com) and on the Corporate Filing (CORP filing) and Dissemination system which is excel based
software at www.corpfiling.co.in. The Shareholding Pattern and Corporate Governance Report are also filed electronically
on NSE Electronic Application Processing System (NEAPS), web based application designed for corporate at
https://www.connect2nse.com/LISTING/ and on BSE Online Portal - BSE Corporate Compliance & Listing Centre (the “Listing
Centre”) at http://listing.bseindia.com/.
(iii) Green Initiative:
In support of the “Green Initiative” undertaken by Ministry of Corporate Affairs, the Company had during the year 2012-13
sent various communications including the Annual Report for F.Y. 2011-12, intimation of dividend for the year ending 30th
September, 2012, by email to those shareholders whose email addresses were made available to the depositories or the
Registrar and Transfer Agents. Physical copies were sent to only those shareholders whose email addresses were not available
and for the bounced email cases and who have specifically requested for the same.
As a responsible citizen, your Company strongly urges you to support the Green Initiative by registering/updating

your email addresses with the Depositories Participants or the Registrar and Transfer Agents for receiving soft copies
of various communications including the Annual Reports
(iv) The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and
displayed the same on the Company’s website.
(v) “Management Discussion and Analysis” is given as Annexure ‘A’ to the Directors’ Report.
(vi) No presentations were made to institutional investors or to the analysts during the year.

(14) General Shareholder information:

(i) AGM : Date, Time & Venue : 28th January, 2014 – 3.30 p.m.
Walchand Hirachand Hall,
Indian Merchants’ Chambers Building,
Churchgate,
Mumbai – 400 020
(ii) Financial Calendar : The Company follows October to September as its Financial Year. The results for every quarter
beginning from October are declared within 45 days from the end of the quarter except for
the last quarter, for which Annual Audited Results are declared within the period of 60 days
from the end of the quarter as per Clause 41 under the Listing Agreement.

(iii) Date of Book Closure : 18th January, 2014 to 28th January, 2014
(Both days inclusive)
(iv) Dividend payment date : 08th February, 2014
(v) Listing on Stock Exchanges : BSE Ltd. & National Stock Exchange of India Ltd. The Listing fees for the year 2013-2014 have
been paid to both the Stock Exchanges.
(vi) Stock Code : 507410 (BSE) and WALCHANNAG (NSE)
(vii) Market Price Data : High, Low : BSE/NSE
during each month in last
financial year

24
 Annual report 2012-13

(Amount in `)

Month S&P
BSE SENSEX NSE CNX-500

High Low Closing High Low Closing

Oct-12 87.50 72.50 18505.38 87.75 74.70 4,448.85

Nov-12 85.10 73.20 19339.90 85.50 72.70 4,675.25

Dec-12 99.20 80.65 19426.71 99.40 80.75 4,743.45

Jan-13 94.50 75.05 19894.98 94.45 73.70 4,795.30

Feb-13 78.50 62.00 18861.54 78.55 61.80 4,477.50

Mar-13 66.80 49.70 18835.77 66.80 49.00 4,438.35

Apr-13 70.05 54.10 19504.18 70.05 54.10 4,641.75

May-13 74.50 58.80 19760.30 74.60 58.85 4,681.45

Jun-13 63.25 53.65 19395.81 63.30 53.65 4,510.90

Jul-13 58.90 46.05 19345.70 59.25 46.00 4,379.65

Aug-13 50.90 40.50 18619.72 50.75 40.05 4,175.85

Sep-13 53.50 43.40 19379.77 54.05 44.10 4,392.05

(viii) Performance in comparison : The Chart shows the performance of the Company’s Shares at BSE and NSE as compared to
to BSE Sensex and S & P BSE SENSEX and S & P CNX - 500 during the year 2012-2013:
CNX-500

(ix) Registrar and Transfer Agents : M/s. Link Intime India Pvt. Ltd.
Unit: Walchandnagar Industries Ltd.
C-13, Pannalal Silk Mills Compound, L.B.S. Marg,
Bhandup (W), Mumbai 400 078
Ph. No. (022) 25963838
Fax No. (022) 25946969
e-mail id: [email protected]

25
(x) Share Transfer System : Shareholders are permitted to hold shares in Physical form or in Demat Form. In
case of Physical form, shareholders are informed to lodge the shares for transfer
purpose to the Registrars and Share Transfer Agents and the Company is taking
care to ensure that share transfer work gets completed as early as possible and
not later than 15 days period. The transfers are being approved once in a week. In
case the shares are transferred through Demat mode, the procedure is adopted as
stated in Depositories Act, 1996.

(xi) (a) Shareholding Pattern : Category No. of %

as on September 30, 2013 Shares
Promoters & Directors, Directors Relatives/HUF &
Group Companies/Group Trusts 20,938,613 55.00
Mutual Funds & Unit Trust of India 5,500 0.01
Banks, Financial Institutions, State Government 233,390 0.61
Insurance Companies 1,962,476 5.16
Private Corp. Bodies & Clearing Members 1,833,034 4.82
NRI/OCB/FII/FN 201,163 0.53
Public (Resident Indians/Trusts) 12,896,029 33.87
Total 38,070,205 100.00

(b) Distribution of shareholding : Shareholding of Number of % to Total Amount % to Total

as on September 30, 2013 nominal value Shareholders in `
of `

1 to 5000 80,394 99.1600 20,161,930 26.4799

5001 to 10000 411 0.5069 2,955,468 3.8816

10001 to 20000 154 0.1899 2,236,442 2.9373

20001 to 30000 53 0.0654 1,291,380 1.6961

30001 to 40000 19 0.0234 694,382 0.9120

40001 to 50000 7 0.0086 322,848 0.4240

50001 to 100000 22 0.0271 1,474,474 1.9365

100001 onwards 15 0.0185 47,003,486 61.7326

Total 81,075 100.00 76,140,410 100.00

(xii) Dematerialization of Shares and : As stated earlier, the Company’s shares are listed on the Stock Exchanges. As per
Liquidity the SEBI notifications, trading in Company’s shares has been made compulsorily in
Dematerialised form w.e.f. 26th December, 2000 and Company’s Registrar & Transfer
Agents have connectivity with NSDL & CDSL. The ISIN No. is INE711A01022. As on
September 30, 2013, 3,68,21,734 equity shares representing 96.72% of the total
shares have been Dematerialised. The members holding shares in physical form
are requested to get the shares converted into demat form as per the prescribed
procedure. The shares of the Company are traded in the “B” group.

26
 Annual report 2012-13

(xiii) National ECS Facility : As per RBI notification, with effect from October 1, 2009 the remittance of money
through ECS is replaced by National Electronic Clearing Services (NECS) and banks
have been instructed to move to the NECS platform.

NECS essentially operates on the new and unique bank account number,
allotted by banks post implementation of Core Banking Solution (CBS) for
centralized processing of inward instructions and efficiency in handling bulk
transaction.

In this regard, shareholders holding shares in electronic form are requested to

furnish the new 10-digit Bank Account Number allotted to you by your bank
along with photocopy of a cheque pertaining to the concerned account, to your
Depository Participant (DP). Please send these details to the Company/Registrars,
if the shares are held in physical form, immediately.

If your bank particulars have changed for any reason, please arrange to register
the NECS with the revised bank particulars.

The Company will use the NECS mandate for remittance of dividend
either through NECS or other electronic modes failing which the bank
details available with Depository Participant will be printed on the dividend
warrant. All the arrangements are subject to RBI guidelines, issued from time to
time.

(xiv) Unclaimed Dividends : Under the Companies Act, 1956, Dividends that are unclaimed for a period
of seven years is required to be transferred to the Investor Education and
Protection Fund administered by the Central Government. After completion of
seven years, no claims shall lie against the said Fund or the Company for the
amounts of Dividend so transferred nor shall any payment be made in respect of
such claims.
Separate intimation has been given in the notice convening 105th Annual
General Meeting, a part of this 105th Annual Report. Members are requested
to utilize this opportunity and get in touch with Company’s Registrar and
Share Transfer Agent, M/s. Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills
Compound, L.B.S. Marg, Bhandup (W), Mumbai–400 078 for encashing the
unclaimed Dividend for the financial year 2005-2006 and for subsequent years
standing to the credit of their account.

The details of Unclaimed amount of Dividend/matured Fixed Deposit/matured

Interest on Fixed Deposit are now available on the website of the Company and
MCA website i.e. www.mca.gov.in.

(xv) Unclaimed Equity Shares : SEBI by circular no: CIR/CFD/DIL/10/2010 dated December 16, 2010 has
amended Clause 5A of the Listing Agreement to provide that shares held
physically which may have remained unclaimed by shareholders due to
insufficient/incorrect information or for any other reason should be transferred in
demat mode to one folio in the name of “Unclaimed Suspense Account” with one
of the Depository Participants. The Company has sent three reminders as required
in the Clause 5A to the concerned shareholders and is taking steps to transfer the
unclaimed shares into Unclaimed Suspense Account.
(xvi) Outstanding GDRs/ADRs/Warrants or : No instrument is outstanding for allotment or conversion.
any other Convertible Instruments,
Conversion date and likely
impact on equity

27
 (xvii) Plant Locations : The Company currently has 3 plants located as follows:
1. Walchandnagar, Dist. Pune, Maharashtra
2. Satara Road, Dist. Satara, Maharashtra
3. Attikola Dharwad, Karnataka

(xviii) Address for correspondence

(a) For Correspondence : Link Intime India Pvt. Ltd.

relating to shares Unit: Walchandnagar Industries Ltd.,
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W), Mumbai 400 078
Ph. No. (022) 25963838 Fax No. (022) 25946969
Email : [email protected]

(b) For other matters : Walchandnagar Industries Ltd.

(At Company’s registered 3, Walchand Terraces
Office) Tardeo Road, Mumbai 400 034
Tel: 022 40287110
Fax: 022 23634527
Email: [email protected]; [email protected]

(xix) Company Website : The Company has its website namely www.walchand.com. The website provides
detailed information about the Company, its products and services offered,
locations of its corporate offices and various sales offices etc. The Quarterly
Results, Annual Reports and Shareholding patterns are updated on the website
of the Company.

(xx) Prevention of Insider Trading : In accordance with the requirements of SEBI (Prohibition of Insider Trading)
Regulations 1992, the Company has instituted a comprehensive Code of Conduct
for Prohibition of Insider Trading in the Company’s Shares.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

Compliance of Code of Conduct for Directors and Senior Management Personnel pursuant to amended provision of Clause 49 of the
Listing Agreement.

The Board laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company on 1st March, 2005.
The Code of Conduct was also posted on the Website of the Company.

All the Board Members and Senior Management Personnel affirmed that they have complied with the said Code of Conduct on an annual
basis in respect of the financial year ended 30-09-2013.

G. K. Pillai
Date: 27th November, 2013 Managing Director & CEO

28
 Annual report 2012-13

CERTIFICATE BY CHIEF EXECUTIVE OFFICER / HEAD OF FINANCE

IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT

In terms of Clause 49 of the Listing Agreement, it is certified as under that:

(a) We have reviewed financial statements and cash flow statements for the year ended 30th September, 2013 and that to the best of
our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing
accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent,
illegal or violative of Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the
internal control systems of the Company and have disclosed to the auditors and the Audit Committee, deficiencies in the design
or operation of internal controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these
deficiencies.
(d) We have indicated to the auditors and the Audit Committee:
(i) significant changes in internal control during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
(iii) instances of significant fraud of which we have become aware and involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system.

G. K. PILLAI V. T. PAWAR
Managing Director & CEO Sr. President
Place: Pune
Date: 27.11.2013

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Members of
Walchandnagar Industries Limited
We have examined the compliance of conditions of Corporate Governance by Walchandnagar Industries Limited, for the year ended
30th September, 2013 as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
Directors and the Management, we certify that the Company has complied with conditions of Corporate Governance as stipulated in the
above mentioned Listing Agreement except that during the period from November 25, 2012 to May 12, 2013 Board of Directors consisted of 4
independent directors instead of 5 as required. However, this deficiency has been made good from May 13, 2013 onwards.
We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

For K. S. Aiyar & Co.

Chartered Accountants
FRN 100186W
Satish K. Kelkar
Partner
Membership No. 38934
Place : Mumbai
Dated : 27th November, 2013

29
ANNEXURE “C” TO THE DIRECTORS’ REPORT (ADDITIONAL (4) Imported technology (imported during last 5 years
INFORMATION GIVEN IN TERMS OF NOTIFICATION NO. 1029 reckoned from the beginning of the financial year):
OF 31-12-1988 ISSUED BY THE DEPARTMENT OF COMPANY (i) (a) Technology import
AFFAIRS) (DISCLOSURES)
 
Foster Wheeler North America Corporation,
(A) CONSERVATION OF ENERGY New Jersey, USA for High Pressure Stroker Fired
(a) Energy Conservation measures taken: Boilers:
(1) 
Replacement of Metal Halide Lamps in place of (b) Year of Collaboration: 2008-2009.
Mercury Vapour Lamps in progress.
(c) We have already started manufacturing and
(2) 
Energy audit carried out by external auditing executing high pressure boilers.
agency.
(3) Providing timers for conventional machines is in (ii) (a) Kawasaki Heavy Industries Ltd. Tokyo, Japan
progress, to save power during idling.
(b) Year of Collaboration : 2010-11.
(4) Providing VFDs for blower motors is in progress to
save energy. (c) 
We have already started getting enquiries
for air supported Belt Conveyors and Parts
(b) Energy Conservation measures proposed: thereof.
(1) Implementation of energy audit recommendations.
(2) Further continue with Replacement of Metal Halide/ (iii) (a) Earthtechnica Co. Ltd. Tokyo, Japan.
LED/induction lamps in place of Mercury Vapour
(b) Year of Collaboration : 2011-12.
Lamps.
(3) 
Replacement of capacitor panels with Detuned (c) We have already started getting enquires for
capacitor panels to reduce harmonics & improve super breaker for lime stone crushing and
power factor. parts thereof.
(4) Further continue with providing timers for other
Technology absorption, adaptation and innovations:
conventional machines & VFD for blower motors.
(1) 
Efforts in brief made towards technology
(B) 
TECHNOLOGY ABSORPTION, RESEARCH AND
absorptions:
DEVELOPMENT
— Continuous monitoring of technology trends.
(1) Specific areas in which R&D has been carried out by
the Company: — 
Continuous interaction and exchange of
— New Product Development information.
— Import Substitution — 
Deputing engineers abroad for interaction
— Process/Equipment Developments and exchange of information.
— Value Engineering and Value Analysis (VEVA) — 
Development efforts for technology
adaptations in New Areas.
(2) Benefits derived as a result of R&D:
— Development of Drum and Bank Tube assembly for (2) Benefits derived as a result of above efforts:
Boiler.
— Improvement in manufacturing methods and
— Development of Economizer assembly for Boiler. quality standards.
(3) Future Plan of Action: — Enhancing engineering skills.
Develop the processes for critical equipments for
Defense and Nuclear jobs, for improving productivity. — 
Development of energy efficient, cost
effective and high performance engineering
Expenditure on R&D products.
` in Lakhs

Capital (Development Expenditure) 6.07 (C) FOREIGN EXCHANGE EARNING AND OUTGO
Recurring 12.08
Foreign Exchange used and earned:
Total 18.15
Total R&D Expenditure Earning in Foreign Exchange ` 25629.11 Lakhs
Percentage to turnover 0.25 Foreign Exchange Outgo ` 5769.59 Lakhs

30
 Annual report 2012-13

Independent Auditors’ Report

To the Members of (a) in the case of the Balance Sheet, of the state of affairs of the
Walchandnagar Industries Limited Company as at September 30, 2013;

Report on the Financial Statements (b) in the case of the Statement of Profit and Loss, of the loss
for the year ended on that date; and
We have audited the accompanying financial statements of
Walchandnagar Industries Limited (“the Company”), which (c) in the case of the Cash Flow Statement, of the cash flows for
comprise the Balance Sheet as at September 30, 2013, the the year ended on that date.
Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of significant accounting Report on Other Legal and Regulatory Requirements
policies and other explanatory information. 1. As required by the Companies (Auditor’s Report) Order, 2003
Management’s Responsibility for the Financial Statements (“the Order”) issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Act, we give
Management is responsible for the preparation of these financial
in the Annexure a statement on the matters specified in
statements that give a true and fair view of the financial
paragraphs 4 and 5 of the Order.
position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in 2. As required by section 227(3) of the Act, we report that:
sub-section (3C) of section 211 of the Companies Act, 1956
(“the Act”) and in accordance with the accounting principles (a) we have obtained all the information and explanations
generally accepted in India. This responsibility includes the which to the best of our knowledge and belief were
design, implementation and maintenance of internal control necessary for the purpose of our audit;
relevant to the preparation and fair presentation of the financial (b) in our opinion, proper books of account as required by
statements that are free from material misstatement, whether law have been kept by the Company so far as appears
due to fraud or error. from our examination of those books and proper
Auditor’s Responsibility returns adequate for the purpose of our audit have
been received from divisions at Zambia and Ethiopia
Our responsibility is to express an opinion on these financial
not visited by us. The divisions’ overseas Auditors’
statements based on our audit. We conducted our audit in
Reports have been forwarded to us and appropriately
accordance with the Standards on Auditing issued by the Institute
dealt with;
of Chartered Accountants of India. Those Standards require that
we comply with ethical requirements and plan and perform the (c) the Balance Sheet, Statement of Profit and Loss, and
audit to obtain reasonable assurance about whether the financial Cash Flow Statement dealt with by this Report are
statements are free from material misstatement. in agreement with the books of account and with
the audited returns from the divisions at Zambia and
An audit involves performing procedures to obtain audit
Ethiopia;
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s (d) in our opinion, the Balance Sheet, Statement of Profit
judgement, including the assessment of the risks of material and Loss, and Cash Flow Statement comply with the
misstatement of the financial statements, whether due to fraud Accounting Standards referred to in sub-section (3C) of
and error. In making those risk assessments, the auditor considers section 211 of the Companies Act, 1956;
internal control relevant to the Company’s preparation and fair
presentation of the financial statements in order to design audit (e) on the basis of written representations received from
procedures that are appropriate in the circumstances. An audit the directors as on September 30, 2013, and taken on
also includes evaluating the appropriateness of accounting record by the Board of Directors, none of the directors
policies used and the reasonableness of the accounting estimates is disqualified as on September 30, 2013, from being
made by the management, as well as evaluating the overall appointed as a director in terms of clause (g) of sub-
presentation of the financial statements. section (1) of section 274 of the Companies Act, 1956.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion. For K. S. Aiyar & Co.
Opinion Chartered Accountants
Firm’s Registration No. 100186W
In our opinion and to the best of our information and according By the hand of
to the explanations given to us, the financial statements give
the information required by the Act in the manner so required Satish K. Kelkar
and give a true and fair view in conformity with the accounting Place : Mumbai Partner
principles generally accepted in India: Date : November 27, 2013 Membership No. 38934

31
Annexure to the Auditors’ report (b) In our opinion and according to the information and
explanations given to us, the transactions made in
(Referred to in paragraph 1 under the heading “Report on pursuance of contracts or arrangements entered in
Other Legal and Regulatory Requirements” of our Report the registers maintained under section 301 of the
of even date on the financial statements for the year ended Companies Act, 1956 and exceeding the value of ` Five
September 30, 2013 of Walchandnagar Industries Limited) lakhs in respect of any party during the year have been
(i) In respect of its fixed assets: made at price which are reasonable having regard to
prevailing market prices at the relevant time.
(a) The Company has maintained proper records showing
full particulars including quantitative details and (vi) 
In our opinion and according to the information and
situation of fixed assets. explanations given to us, the Company has complied with
the provisions of section 58A and 58AA and any other
(b) 
The Company has a programme for physical relevant provisions of the Companies Act, 1956 and the
verification of the fixed assets, which in our opinion is Companies (Acceptance of Deposits) Rules, 1975 with regard
reasonable having regard to the nature of the business. to the deposits accepted from the public. As informed to
Accordingly, the fixed assets have been physically us, no order has been passed by the Company Law Board,
verified by the Management at the end of the year National Company Law Tribunal or Reserve Bank of India or
and no material discrepancies were noticed on such any other court or any other tribunal.
verification.
(vii) 
In our opinion, Company has an internal audit system
(c) 
The fixed assets disposed of during the year were commensurate with size and nature of its business.
not substantial. According to the information and
explanations given to us, we are of the opinion that the (viii) We have broadly reviewed the cost records maintained by
disposal of the Fixed Assets has not affected the going the Company pursuant to the Companies (Cost Accounting
concern status of the Company. Records) Rules, 2011 prescribed by the Central Government
under section 209(1)(d) of the Companies Act, 1956 and are
(ii) In respect of its inventories: of the opinion that, prima facie, the prescribed cost records
have been maintained. We have, however, not made a
(a) The Management has conducted physical verification detailed examination of the cost records with a view to
of the inventory at reasonable intervals other than determine whether they are accurate or complete.
material lying with sub-contractors, which have been
confirmed by majority of them. (ix) (a) According to the information and explanations given
to us and the records of the Company examined by
(b) The procedures of physical verification of inventories us, the Company is generally regular in depositing
followed by the Management are reasonable and with appropriate authorities undisputed statutory
adequate in relation to the size of the Company and dues including Provident Fund, Investor Education and
the nature of its business. Protection Fund, Employees’ State Insurance, Income
(c) 
The Company has maintained proper records of Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
inventory and no material discrepancies were noticed Excise Duty and Cess and other material statutory dues
on physical verification as compared to the book applicable to it. There are no undisputed outstanding
records. dues in respect of the above items which are more
than six months as at the balance sheet date.
(iii) 
The Company has not granted/taken any secured or
unsecured loans to/ from companies, firms or other parties (b) According to the information and explanations given
covered in the Register maintained under section 301 of the to us, the disputed statutory dues on accounts of Sales
Companies Act, 1956. Therefore, sub-clauses (b), (c), (d), (e), Tax, Income Tax, Customs Duty, Wealth Tax, Service
(f ) and (g) of clause (iii) of the said Order are not applicable. Tax, Excise Duty, Municipal Tax and Cess that have not
been deposited on account of matters pending before
(iv) 
In our opinion and according to the information and appropriate authority are as follows:
explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and Name Nature Amount Period to Forum
the nature of its business with regard to the purchase of of the of Dues (` in which the where
inventory and fixed assets and for sale of goods and services. Statute Lakhs) amount dispute is
During the course of our audit, we have not observed any relates pending
continuing failure to correct major weaknesses in internal Central Denial of 266.19 March, CESTAT,
controls. Excise Act, exemption (Net of 2000 to Mumbai
1944 availed under CENVAT March,
(v) (a) According to the information and explanations given notification reversal 2004
to us, we are of the opinion that the transactions that No. 6/2002, and
need to be entered into the register maintained under for supply of payment)
biomass based
section 301 of the Companies Act, 1956 have been so boilers.
entered.

32
 Annual report 2012-13

Name Nature Amount Period to Forum (xii) The Company has not granted any loans and advances
of the of Dues (` in which the where on the basis of security by way of pledge of shares,
Statute Lakhs) amount dispute is debentures and other securities.
relates pending
Central Excise duty 82.45 June, 1983 Supreme (xiii) In our opinion and according to the information and
Excise Act, demand on (Net of to Court explanations given to us, the Company is not a chit fund
1944 bought out CENVAT April, 2005 or a nidhi/mutual benefit fund/society. Therefore, the
items supplied reversal provisions of clause 4(xiii) of the Companies (Auditor’s
for centrifugals, and Report) Order, 2003 are not applicable to the Company.
which have payments)
already (xiv) In our opinion and according to the information and
suffered duty at
manufacturers explanations given to us, the Company is not dealing
end. in or trading in shares, securities, debentures and other
investments. Accordingly the provisions of clause 4(xiv)
Maharashtra NA Tax (` 20 86.61 1982 to Collector
Land lakhs paid 2003 of Pune
of the Companies (Auditor’s Report) Order, 2003 are not
Revenue under protest) applicable to the Company.
Code
(xv) According to the information and explanations given to
NA Tax 16.18 1982 to SDO,
us, the Company has not given any guarantee for loans
2003 Baramati
taken by others from banks or financial institutions.
NA Tax 58.58 1994 to SDO,
2003 Baramati (xvi) The term loans have been applied for the purposes for
Pune Municipal 325.07 2008-09 Court of which they were raised.
Municipal Taxes – to 2011-12 Small
Corporation Determination Causes, (xvii) According to the information and explanations given to us
of Annual Pune and on an overall examination of the balance sheet of the
Rateable Value Company, we report that no funds raised on short-term
Central Sales The exemption 159.83 2005-06 Joint basis have been used for long-term investment.
Tax Act, 1956 from tax for Commissioner
transit sale of Sales Tax (xviii) According to the information and explanations given to
under section (Appeal), us during the period covered by our audit report, the
6(2)(b) is Pune
Company has not made any preferential allotment of
denied. (` 30
lakhs paid shares to the parties and companies covered under the
under protest). register maintained under section 301 of the Companies
Act, 1956.
Andhra VAT – Addition 475.53 Oct. 2009 to Appellate
Pradesh of adhoc Sept. 2010 Dy.
Value Added amount in Sales Commissioner (xix) According to the information and explanations given to
Tax Act (CT), us during the period covered by our audit report, the
Secunderabad Company has not issued any debentures.
Service Tax Demand on 362.65 2006-10 CESTAT,
value addition Kolkata
(xx) According to the information and explanations given to
of bought out us during the period covered by our audit report, the
items. (` 28.76 Company has not raised any money by public issue.
lakhs paid
under protest). (xxi) According to the information and explanations given to
Employees EPF – Demand 50.68 2006-07 Mumbai us, no fraud on or by the Company has been noticed or
Provident from EPF High Court reported during the course of our audit.
Fund authorities

(x) The Company does not have any accumulated losses as at

the end of the financial year. The Company has incurred
cash losses only in the financial year covered by our audit For K. S. Aiyar & Co.
but has not incurred any cash loss in the immediately Chartered Accountants
preceding financial year. Firm’s Registration No. 100186W
By the hand of
(xi) In our opinion and according to the information and
explanations given to us, the Company has not defaulted Satish K. Kelkar
in the repayment of dues to the financial institutions or Place : Mumbai Partner
banks or debenture holders during the year. Date : November 27, 2013 Membership No. 38934

33
Balance Sheet as at September 30, 2013
` in Lakhs
Note As at As at
No. September 30, September 30,
2013 2012
I. EQUITY AND LIABILITIES
Shareholders’ Funds
(a) Share Capital 2 761.40 761.40
(b) Reserves and Surplus 3 69,881.57 39,346.16
70,642.97 40,107.56
Non-Current Liabilities
(a) Long-Term Borrowings 4 10.79 2,127.37
(b) Deferred Tax Liabilities (Net) 5 — 337.10
(c) Other Long Term Liabilities 6 8,518.91 13,290.81
(d) Long Term Provisions 7 409.75 97.89
8,939.45 15,853.17
Current Liabilities
(a) Short-Term Borrowings 8 23,573.67 16,541.98
(b) Trade Payables 9 27,199.16 25,669.82
(c) Other Current Liabilities 10 26,754.44 26,300.86
(d) Short Term Provisions 7 1,485.85 879.42
79,013.12 69,392.08
Total 158,595.54 125,352.81
II. ASSETS
Non-Current Assets
(a) Fixed Assets:
(I) Tangible Assets 11 63,384.76 29,674.77
(II) Intangible Assets 11 440.87 436.53
(III) Capital Work-in-Progress 11 2,041.29 2,195.28
(IV) Intangible Assets under Development 11 — 109.65
65,866.92 32,416.23
(b) Non-Current Investments 12 1,022.38 135.65
(c) Deferred Tax Assets (Net) 5 1,901.01 —
(d) Non-Current Trade Receivables 14 2,378.37 —
(e) Long-Term Loans and Advances 13 343.65 349.42
(f ) Other Non-Current Assets 15 137.00 137.00
5,782.41 622.07
Current Assets
(a) Current Investments 16 2,069.20 1,854.09
(b) Inventories 17 26,267.33 31,439.34
(c) Trade Receivables 14 41,721.58 43,909.13
(d) Cash and Bank Balances 18 1,226.52 1,853.79
(e) Short-Term Loans and Advances 13 13,857.64 9,875.58
(f ) Other Current Assets 15 1,803.94 3,382.58
86,946.21 92,314.51
Total 158,595.54 125,352.81
Significant Accounting Policies 1

As per our report attached

For K. S. AIYAR & Co. V. T. Pawar G. K. Pillai Chakor L. Doshi
Chartered Accountants Sr. President Managing Director & Chairman
FRN: 100186W Chief Executive Officer

Satish K. Kelkar
Partner G. S. Agrawal Chirag C. Doshi Dilip J. Thakkar
Membership No. 38934 Vice President (Legal & Taxation) Managing Director Director
& Company Secretary
Place : Mumbai
Date : 27th November, 2013

34
 Annual report 2012-13

Statement of Profit and Loss for the year ended September 30, 2013
` in Lakhs
Note Year ended Year ended
No. September 30, September 30,
2013 2012
I. Revenue from Operations 19 74,650.32 89,873.03
Less: Excise Duty 1,998.97 1,725.94
72,651.35 88,147.09
II. Other Income 20 563.35 1,370.78
III. Total Revenue (I + II) 73,214.70 89,517.87

IV. Expenditure:
Cost of Materials Consumed 21 42,185.81 54,220.45
Sub-contracting and Processing Charges & Other Direct Cost 22 14,757.32 13,174.47
Changes in inventories of finished goods, work-in-progress 23 (234.83) (1,903.11)
Employee Benefit Expenses 24 9,647.03 9,367.97
Finance Costs 25 4,075.98 3,048.73
Depreciation and Amortisation Expenses 26 1,815.38 1,797.88
Other Expenses 27 7,426.87 6,772.24
Exchange Currency Fluctuation (Gain)/Loss 1,292.96 819.35
Total Expenses 80,966.52 87,297.98
V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (7,751.82) 2,219.89
VI. Exceptional Items 28 4,174.54 (529.02)
VII. Profit/(Loss) before extraordinary items and tax (V - VI) (3,577.28) 1,690.87
VIII. Extraordinary Items — —
IX. Profit/(Loss) before tax (VII - VIII) (3,577.28) 1,690.87
X. Tax expense:
(1) Current tax — 624.00
(2) Tax for earlier years (Net of Tax provision written back) 36 2,489.00 —
(3) Deferred Tax (2,238.11) (145.77)
250.89 478.23
XI. Profit/(Loss) for the period from continuing operations (3,828.17) 1,212.64
XII. Profit/(Loss) from discontinuing operations — —
XIII. Tax expense of discontinuing operations — —
XIV. Profit/(Loss) from Discontinuing operations after tax (XII - XIII) — —
XV. Profit/(Loss) for the period (XI + XIV) (3,828.17) 1,212.64
XVI. Earnings per equity share of face value of ` 2 each
(1) Basic 29 (10.06) 3.19
(2) Diluted 29 (10.06) 3.19

As per our report attached

For K. S. AIYAR & Co. V. T. Pawar G. K. Pillai Chakor L. Doshi
Chartered Accountants Sr. President Managing Director & Chairman
FRN: 100186W Chief Executive Officer

Satish K. Kelkar
Partner G. S. Agrawal Chirag C. Doshi Dilip J. Thakkar
Membership No. 38934 Vice President (Legal & Taxation) Managing Director Director
& Company Secretary
Place : Mumbai
Date : 27th November, 2013

35
Cash Flow Statement for the year ended September 30, 2013
` in Lakhs
For the year ended For the year ended
September 30, 2013 September 30, 2012
A. Cash Flow from Operating Activities
Profit/(Loss) before tax
adjustments:: (3,577.28) 1,690.87
Add: Depreciation 1,815.38 1,797.88
Provision for Diminution 101.62 —
Interest 4,075.98 3,048.73
Provision for Doubtful Debts 964.44 550.00
6,957.42 5,396.61
3,380.14 7,087.48
Less:
Profit/(Loss) on Sale of Investments (Net) 4,134.53 0.19
Interest/Dividend 239.62 712.82
Profit/(Loss) on Sale of Assets (Net) (2.60) 20.56
4,371.55 733.57
Operating Profit before Working Capital changes I (991.41) 6,353.91
Adjustment For:
Trade and Other Receivables (4,102.92) (858.81)
Inventories 5,172.11 (2,464.52)
Trade and Other Payables (2,584.90) (4,216.40)
II (1,515.71) (7,539.73)
Cash generated from Operating Activities I+II (2,507.12) (1,185.82)
Direct Taxes Paid (Net of Refund of Income Tax) 1,269.17 414.50
Net Cash Flow from Operating Activities A (3,776.29) (1,600.32)
B. Cash Flow from Investing Activities
Proceeds from sale of Investments 4,145.10 0.19
Purchases of Investment (1,216.62) (124.98)
Purchase of Fixed Assets (539.23) (1,607.03)
Sale of Fixed Assets 41.29 34.22
Interest Received 65.37 494.47
Dividend Received 174.25 218.35
Net Cash Flow from Investing Activities B 2,670.16 (984.78)
C. Cash Flow from Financing Activities
Increase/(Decrease) in Borrowings 4,915.11 4,971.99
Interest Paid (4,000.28) (3,048.73)
Dividend Paid (435.97) (436.25)
Net Cash Flow from Financing Activities C 478.86 1,487.01
Net Increase/(Decrease) in Cash and Cash
Equivalents (A+B+C) (627.27) (1,098.09)
Opening Balance of Cash and Cash Equivalents 1,853.79 2,951.88
Closing Balance of Cash and Cash Equivalents 1,226.52 1,853.79

As per our report attached

For K. S. AIYAR & Co. V. T. Pawar G. K. Pillai Chakor L. Doshi
Chartered Accountants Sr. President Managing Director & Chairman
FRN: 100186W Chief Executive Officer

Satish K. Kelkar
Partner G. S. Agrawal Chirag C. Doshi Dilip J. Thakkar
Membership No. 38934 Vice President (Legal & Taxation) Managing Director Director
& Company Secretary
Place : Mumbai
Date : 27th November, 2013

36
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013

1. Significant Accounting Policies

1.1 Method of Accounting
The Company maintains its accounts under the historical cost convention, except for certain fixed assets which are revalued, on
an accrual basis and complies in all material respects with generally accepted accounting principles in India. The Company has
prepared these financial statements to comply in all material respects with Accounting Standards notified under the Companies
(Accounting Standards) Rules, 2006 (as amended) and relevant provisions of the Companies Act, 1956.
1.2 Use of Estimates
The presentation of the financial statements in conformity with the generally accepted accounting principles requires the
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses
and disclosure of contingent liabilities. Such estimates and assumptions are based on management’s evaluation of relevant facts
and circumstances as on the date of financial statements. The actual outcome may diverge from these estimates.
1.3 Revenue Recognition
Income is recognized on accrual basis, except where mentioned otherwise, in particular:
(a) Domestic sales of manufactured items are recognized on dispatch and are stated net of returns;
(b) Export sales are recognized on date of bill of lading/airway bill and/or passing of rights to the customer whichever is earlier
and initially recorded at the relevant exchange rates prevailing on the date of transaction;
(c) Income on items delivered directly by suppliers/sub-contractors to the client is recognized on dispatch and receipt of suppliers’/
sub-contractors’ invoices;
(d) Income from project site activities is recognized on acceptance by the client on the basis of the work performed;
(e) Income on account of price variation is recognized on acceptance of the claim by the client and on certainty of its realization;
(f ) Revenue from long term projects of Special Products Division involving dispatch, commissioning and erection is recognized
on the basis of milestone specified in the contracts after matching costs and revenue at each stage; and
(g) Dividend is accrued in the year in which it is declared whereby the right to receive is established.
1.4 Tangible Fixed Assets
Fixed Assets are stated at cost, net of tax/duty credits availed less depreciation/amortization to date and impairment, if any, except
in the case of certain items of land, buildings, plant and machinery and roads, water works, drainage, which are stated on the basis
of the revalued cost less depreciation/amortization to date and impairment, if any.
1.5 Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, Intangible assets are
carried at cost less accumulated amortization and accumulated impairment losses, if any.
1.6 Depreciation/Amortization
(a) The depreciation is computed on the Straight-Line Method on certain Buildings and Plant & Machinery, of Heavy
Engineering Division and Foundry Division and all the fixed assets of Tiwac Division in the manner prescribed in
Schedule XIV to the Companies Act, 1956.
The Depreciation on the value written up on revaluation is calculated on straight line method over the residual technical life
assessed by the valuer.
Premium on leasehold land is amortized over the period of lease.
The depreciation on all other fixed assets is computed on the Written Down Value method in the manner prescribed in
Schedule XIV to the Companies Act, 1956.
In respect of branches, which are an integral part of foreign operations, depreciation is provided in the manner prescribed by
local laws so as to write off the assets over their useful life.
(b) Intangible assets are amortized on a Straight Line basis over the estimated useful economic life and in case of:
(i) Patents are amortized on the basis of life of Patents as specified in the Patent Documents;
(ii) Technical Know-how is amortized on Straight Line Basis in six equal installments; and
(iii) Computer Software, included in intangible assets, is amortized over a period of three years.
(c) Depreciation on additions to/deletions from the fixed assets during the year is calculated on pro-rata basis from the date of
addition/deletion.

37
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

1. Significant Accounting Policies (Contd.)

1.7 Capital Work-in-Progress (including Intangible Assets under Development)
Projects under commissioning and other Capital Work-in-Progress (Including Intangible Assets under Development) are carried at
cost, comprising direct cost and related incidental expenses.
1.8 Impairment of Assets
Impairment is ascertained at each balance sheet date in respect of Cash Generating Units. An impairment loss is recognized
whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling
price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an
appropriate discount factor.
1.9 Investments
Investments of long term nature are stated at cost less provision for diminution in value, if such decline is other than temporary.
Current investments are stated at lower of cost or net realizable value.
1.10 Employee Benefits
(a) Short term employee benefits are those which are payable within twelve months of rendering service and are recognized as
expense in the period in which the employee renders the related service.
(b) Contributions to the Provident Fund and Superannuation Fund, ESIC and Labour Welfare Fund which are defined contribution
schemes are recognized as an expense in the Statement of Profit and Loss in the period in which the contribution is due.
(c) Gratuity liability is a defined benefit obligation and is provided for on the basis of actuarial valuation using the projected unit
credit method at the end of each financial year. Actuarial gains and losses are recognized immediately in the Statement of
Profit and Loss.
(d) 
Long term compensated absences including leave encashment are provided for on the basis of actuarial valuation.
Accumulated leave, which is expected to be utilized within next twelve months, is treated as short term employee benefit.
The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the
unused entitlement that has accumulated at the reporting date.
1.11 Taxes on Income
Tax expenses comprise current and deferred tax.
Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance
with the provisions of the Income Tax Act, 1961. The tax rates and tax laws used to compute amount are those that are enacted or
substantively enacted.
Deferred tax is recognized on timing differences between the accounting income and taxable income that originate in one period
and are capable of reversal in one or more subsequent periods and is quantified using the tax rates and tax laws enacted or
substantively enacted as on the balance sheet date.
Deferred tax assets (representing unabsorbed depreciation or carried forward losses) are recognized to the extent that there is
a virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such
deferred tax assets can be realized.

1.12 Borrowing Costs

Borrowing costs attributable to acquisition, construction or production of qualifying assets are capitalized as part of such asset till
the time the asset is ready for its intended use or sale. All other borrowing costs are recognized as an expense in the Statement of
Profit and Loss in the period in which they are incurred.

1.13 Inventories
Inventories are valued after providing for obsolescence, if any, as under: -
(a) Raw materials, Components, Stores and Spares at lower of cost or net realizable value. The cost includes freight inward, direct
expenses, duties and taxes other than those subsequently recoverable. In case of Heavy Engineering Division, it is arrived at
on “FIFO Method” and other divisions on “Weighted Average Method”.
(b) Costs of Dies, Jigs, Tools, Mould Boxes and Patterns purchased/manufactured are charged off in relevant year at lower of cost
or net realizable value, arrived at after providing for suitable diminution/amortization.
(c) Goods in transit at cost incurred till balance sheet date.

38
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

1. Significant Accounting Policies (Contd.)

(d) Work in Progress at lower of cost or net realizable value. The cost includes direct material, direct labour, and appropriate
overheads booked on normal level of activity. The expenditure on uncompleted contracts is amortized over the period of
contract on the basis of sales booked.
(e) Finished Goods at lower of cost or net realizable value. Cost includes related overheads and wherever applicable excise duty.
1.14 Foreign Currency Translation
(a) Initial recognition
Foreign currency transactions are reported in the reporting currency by applying to the foreign currency amount the exchange
rate between reporting currency and the foreign currency at the date of transaction.
(b) Conversion
Foreign currency monetary items are re-instated using the exchange rate prevailing at the reporting date. Non monetary items
which are measured in terms of historical costs denominated in a foreign currency are reported using the exchange rate at the
date of transaction. Non monetary items which are measured at fair value or other similar valuation denominated in a foreign
currency, are translated using the exchange rate at the date when such value was determined.
The financial statements of foreign branches of the company which are integral to the operations are translated as if the
transactions of the foreign operations have been those of the company itself.
(c) Exchange differences
The Company has opted to avail the choice provided under Paragraph 46A of AS-11; The Effects of Changes in Foreign
Exchange Rates, inserted vide Notification dated December 29, 2011. Accordingly, exchange differences on long term foreign
currency monetary items are being dealt with in the following manner:
Foreign exchange difference on account of a depreciable asset is adjusted in the cost of the depreciable asset, which would
be depreciated over the balance life of the asset;
In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item Translation Difference
Account and amortized over the balance period of such long term asset/liability.
All other exchange differences are recognized as income or as expense in the period to which they relate.
(d) Premium or discount on forward exchange contracts is recognized in the Statement of Profit and Loss over the period of
contract.
1.15 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if:
(a) the Company has a present obligation as a result of past event;
(b) a probable outflow of resources is expected to settle the obligation; and
(c) the amount of the obligation can be reliably estimated
Contingent Assets are neither recognized nor disclosed.
Contingent Liabilities are not recognized, but are disclosed in Notes to Accounts.
Provisions, Contingent Liabilities and Contingent Assets are reviewed at each balance sheet date.
1.16 Leases
Assets acquired under leases where the significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases and lease rentals are charged to the Statement of Profit and Loss on accrual basis.
1.17 Segment reporting (Refer Note 34)
The accounting policies adopted for segment reporting are in line with the accounting policies of the company. Segment revenue,
segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to
the operating activities of the segment. Revenue expenses, assets and liabilities which relate to the company as a whole and are
not allocable to segments on reasonable basis have been included under unallocated revenue/expenses/assets/liabilities.
Information given is in accordance with the requirements of Accounting Standard 17 on Segment Reporting issued by the Institute
of Chartered Accountants of India.
The Company has identified business segments as the primary and geographic segment as secondary segment. Segment have
been identified after taking into account the nature of the products, differential risk and returns, the organizational structure and
internal reporting system.

39
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

1. Significant Accounting Policies (Contd.)

The Company’s Primary business segments are organized on product lines as follows:
(i) Heavy Engineering (also known as Industrial Machinery Division) - engaged in engineering, fabrication and manufacturing of
Machinery for Sugar Plants, Cement Plants, Boilers & Power Plants, Industrial & Marine Gears, Mineral Processing & EPC, Petro
Chemicals and Space, Defense and Nuclear Power Business;
(ii) Foundry & Machine Shop - Manufacturing of Grey & Ductile Iron Castings required by various industries and machining of
components; and
(iii) Others - Non Reportable Segment, includes units manufacturing Precision Instruments such as pressure and temperature
gauges.
1.18 Earnings Per Share
The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20, “Earning Per Share” notified
under the Companies (Accounting Standards) Rules, 2006. Basic earnings per share are computed by dividing the net profit after
tax by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating Diluted Earnings per share, the net profit or loss for the period attributable to equity share holders
and weighted average number of equity shares outstanding during the period is adjusted for the effects of all dilutive potential
equity shares.

2. Share Capital
` in Lakhs
As at September As at September
30, 2013 30, 2012
Authorized:
50,000 (Previous Year 50,000) 10% Cumulative Preference Shares of ` 100 each 50.00 50.00
50,000 (Previous Year 50,000) Preference Shares of ` 100 each 50.00 50.00
120,000,000 (Previous Year 120,000,000) Equity Shares of ` 2 each 2,400.00 2,400.00
2,500.00 2,500.00
Issued:
38,070,205 (Previous Year 38,070,205) Equity Shares of ` 2 each 761.40 761.40
Subscribed and Paid-up:
38,070,205 (Previous Year 38,070,205) Equity Shares of ` 2 each fully paid-up 761.40 761.40
Total 761.40 761.40

Additional Information:
(a) Reconciliation of number of shares outstanding:

As at September 30, 2013 As at September 30, 2012

No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Equity Shares of ` 2 each
At the beginning of the year 38,070,205 761.40 38,070,205 761.40
Movements during the year — — — —
At the end of the year 38,070,205 761.40 38,070,205 761.40

(b) Terms and rights attached to equity shares

The Company has only one class of equity shares having par value of ` 2 per share. Each shareholder of equity share is
entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the
Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

40
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

2. Share Capital (Contd.)

(c) Aggregate number of bonus shares issued, shares issued for consideration other than cash during the
period of five years immediately preceding the reporting date:
No. of Shares
As at September As at September
30, 2013 30, 2012
1. Equity Shares issued as Bonus Shares out of Share Premium, General 15,022,530 15,022,530
Reserve and Capital Reserve
2. Equity Shares allotted to the allottees of the warrant on Preferential Basis 8,000,000 8,000,000
upon exercise of conversion option by them (inclusive of 4,000,000 Equity
Shares issued as Bonus and included in Sr. No. 1 above)
3. Equity Shares issued under Employee Stock Purchase Scheme, 2008 25,145 25,145
(ESPS) at par to the permanent employees

(d) Details of shareholders holding more than 5% in the company

As at September 30, 2013 As at September 30, 2012
Number % of holding Number % of holding
(Equity Shares of ` 2 each fully paid up)
Walchand Kamdhenu Commercials Pvt. Ltd. 9,869,673 25.92 9,869,673 25.92
Walchand Great Achievers Pvt. Ltd. 5,260,160 13.82 5,260,160 13.82
Rodin Holdings Inc. 3,000,000 7.88 3,000,000 7.88
Olsson Holdings Inc. 2,000,000 5.25 2,000,000 5.25

3. Reserves and Surplus

` in Lakhs
As at September As at September
30, 2013 30, 2012

Capital Redemption Reserve 50.00 50.00

Securities Premium Reserve 4,994.46 4,994.46
Revaluation Reserve
Balance as per last Financial Statement 16,043.88 17,246.15
Add: Additions during the year (Refer Note No. 32) 35,653.48 —
Less: Adjustment on account of sale — 19.98
Less: Amount transferred to the Statement of Profit and Loss as reduction from
Depreciation 1,041.75 1,182.29
Closing Balance 50,655.61 16,043.88
Foreign Currency Monetary Item Translation Difference Account
Opening Balance (156.74) —
Add: Additions during the year (312.69) (251.28)
Less: Deductions during the year 242.69 94.54
Closing Balance (226.74) (156.74)

General Reserve
Balance as per last Financial Statement 5,606.05 5,481.04
Add: Amount transferred from Statement of Profit and Loss — 125.00
Closing Balance 5,606.05 5,606.04

41
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

3. Reserves and Surplus (Contd.)

` in Lakhs
As at September As at September
30, 2013 30, 2012
Surplus/(Deficit) in the Statement of Profit and Loss
Balance as per last Financial Statement 12,808.52 12,163.34
Add: Profit for the year (3,828.17) 1,212.64
Less: Appropriations:
Proposed Final Dividend 152.28 380.70
Tax on Proposed Dividend 25.88 61.76
Transfer to General Reserve — 125.00
Closing Balance 8,802.19 12,808.52
Total Reserves and Surplus 69,881.57 39,346.16

4. Long-Term Borrowings
` in Lakhs
Non-Current Portion Current Maturities
As at September As at September As at September As at September
30, 2013 30, 2012 30, 2013 30, 2012
Term Loans
(a) From Banks (Secured)
Indian Rupee loan
Vehicle Loan - Refer Note No. 4 (i) 10.79 25.94 15.15 48.57
Other Term Loan — — 7.83 —
Foreign currency loan
Corporate Term Loan - FCNR(B)
- Refer Note No. 4 (ii) — 1,308.53 1,549.64 1,176.56
External Commercial Borrowings
- Refer Note No. 4 (iii) — 792.90 939.00 792.90
10.79 2,127.37 2,511.62 2,018.03
(b) From Others (Unsecured)
Deposits-unsecured - Refer Note No. 4 (iv) — — 0.70 0.70
— — 0.70 0.70
Amount disclosed under the head
“Other Current Liabilities”
- Refer Note No. 10 — — 2,512.32 2,018.73
Net Amount 10.79 2,127.37 — —

Additional Information
4(i) Vehicle Loan
ICICI Bank Amount of Interest Installment No. of Period of
Loan rate % amount Outstanding Maturity from
` in Lakhs p.a. ` in Lakhs Installments Balance Sheet date
Vehicle Loan I - Secured by vehicle
bought under loan and repayable in
36 Equated monthly installments of
` 4.03 Lakhs and interest @ 8.90% p.a. 128.00 8.90 4.03 3 3 Months
Vehicle Loan II - Secured by vehicle
bought under loan and repayable in
60 Equated monthly installments of
` 0.43 Lakhs and interest @ 10.82% p.a. 20.00 10.82 0.43 41 41 Months

42
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

4. Long-Term Borrowings (Contd.)

4(ii) Corporate Term Loan - FCNR(B) is secured by first pari passu charge by way of Equitable Mortgage on Land & Building &
hypothecation on moveable Fixed Assets and Current Assets of Heavy Engineering Division at Walchandnagar along with
other Working Capital Consortium Banks & existing ECB Lender and by way of Equitable Mortgage on Land & Building &
hypothecation on Fixed Assets of Foundry Division at Satara Road along with existing ECB Lender. The said loan is repayable
in 29 installments with interest @ 6M LIBOR + 3.25%.

State Bank of India Amount of Loan Interest rate Installment No. of Period of
` in Lakhs % amount Outstanding Maturity from
p.a. ` in Lakhs Installments Balance Sheet date

FCNR(B) 2,992 6 Months Libor 167.20 1

(USD 6,660,000) + 3.25%
278.67 4 5 months

267.76 1

4(iii) External Commercial Borrowings is secured by first pari passu charge on the fixed assets of the Heavy Engineering Division
at Walchandnagar and Foundry Division at Satara Road and second pari passu charge on current assets of the Heavy
Engineering Division. Fixed assets and current assets of Heavy Engineering Division at Walchandnagar presently charged to
State Bank of India consortium for Heavy Engineering Division along with corporate term loan lenders. Repayable after 15
months from the date of its origination viz., September 01, 2009 in 16 equated quarterly installments. External Commercial
Borrowings are presently charged interest @ 3M Libor + 260 basis points, payable quarterly from the date of origination viz.,
September 01, 2009.

DBS Bank Amount of Loan Interest rate Installment No. of Period of

` in Lakhs % amount Outstanding Maturity from
p.a. ` in Lakhs Installments Balance Sheet date

ECB 2,942.40 3 Months 234.75 4 11 Months

(USD 6,000,000) Libor+260 bps

4(iv) Fixed Deposit received from public repayable within one year ` 0.70 Lakhs (Previous Year ` 0.70 Lakhs)

5. Deferred Tax Liabilities (Net)

` in Lakhs
As at September As at September
30, 2013 30, 2012
Deferred Tax Liability:
Fixed Assets: Impact of difference between tax depreciation and book
depreciation/amortization 706.59 751.51
Gross Deferred Tax Liability 706.59 751.51
Deferred Tax Asset:
Unabsorbed business loss 2,013.21 —
Gratuity 146.85 96.27
Others 447.54 318.14
Gross Deferred Tax Asset 2,607.60 414.41
Net Deferred Tax Assets/(Liability) 1,901.01 (337.10)

43
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

6. Other Long Term Liabilities

` in Lakhs
As at September As at September
30, 2013 30, 2012
Advance from Customers 8,137.04 12,860.00
Others 381.87 430.81
Total 8,518.91 13,290.81

7. Provisions
` in Lakhs
Long Term Short Term
As at September As at September As at September As at September
30, 2013 30, 2012 30, 2013 30, 2012
Provision for Tax (Net) — — 1,111.83 107.61
Provision for Employee Benefits
(a) Provision for Leave Encashment
(Refer Note No. 33) 100.10 97.89 30.26 32.63
(b) Provision for Gratuity (Refer Note No. 33) 309.65 — 165.60 296.72
Provision for Equity Dividend — — 152.28 380.70
Provision for Tax on proposed Equity Dividend — — 25.88 61.76
Total 409.75 97.89 1,485.85 879.42

8. Short-Term Borrowings ` in Lakhs

As at September As at September
30, 2013 30, 2012
a. From Banks-Secured:
Heavy Engineering Division, Walchandnagar
(1) Buyers’ Credit Loan 314.25 1,907.03
(Under Line of Credit facility)
(2) Working Capital Loans 12,037.20 7,487.75
(Secured by mortgage of residential flat in Mumbai and by way of charge
on all movable Plant & Machinery, Fixtures, implements, fittings, furniture,
current assets (both present & future) including stock in trade, raw material,
semifinished & finished products, stores & spares, book debts, tools &
accessories and other movables of and pertaining to Heavy Engineering
Division at Walchandnagar and by way of equitable mortgage on land &
building of Heavy Engineering Division at Walchandnagar.)
(3) Working Capital Loans 4,500.00 —
(Secured by the mortgage of immovable property in Mumbai).
Foundry Division, Satara Road
Working capital loans 356.10 403.83
(Secured by hypothecation of all those tangible movable properties and assets,
including all stocks of Raw Material, Components, Tools, Stores Materials,
Work-in-Progress, Finished Goods & Book Debts and equitable mortgage on fixed
assets of Foundry Division at Satara Road.)
17,207.55 9,798.61
b. From Banks-Unsecured
Working Capital Loans – Foreign Currency & INR 6,366.12 6,743.37
23,573.67 16,541.98

44
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

9. Trade Payables
` in Lakhs
As at September As at September
30, 2013 30, 2012
Micro, Small and Medium Enterprises * 1,242.93 851.08
Others 25,956.23 24,818.74
Total 27,199.16 25,669.82

* The details of amounts outstanding to Micro, Small and Medium Enterprises

based on available information with the company is as under:
(a) (i) Principal amount remaining unpaid to any supplier 1,240.38 851.08
(ii) Interest due on above 2.55 —
(b) (i) The amount of principal paid beyond the appointed date — —
(ii) The amount of interest paid beyond the appointed date — —
(c) Amount of interest due and payable on delayed payments — —
(d) Amount of interest accrued and due as at September 30, 2013 2.55 —
(e) Total Outstanding dues to Micro Enterprises and Small Enterprises 1,242.93 851.08
(The above details have been given to the extent such parties have been identified on the
basis of information available with the company. This has been relied upon by the Auditors)

10. Other Current Liabilities

Current maturities of Long Term Borrowings (Refer Note No. 4) 2,512.32 2,018.73
Unclaimed dividend 54.07 47.58
Advance against orders and customers’ credit balances 20,351.32 19,895.28
Employee Dues 487.84 483.97
Statutory Dues 329.68 57.92
Others 3,019.21 3,797.38
Total 26,754.44 26,300.86

11. Fixed Assets

` in Lakhs

Particulars Gross Block Depreciation/Amortization Net Cost/Book Value

Cost/Book Addition Added Deductions/ Cost/Book Depreciation/ Depreciation/ Added due to Deduction/ Depreciation/ Net Cost/ Net Cost/
Value as at (**) due to Adjustments Value as at Amortization Amortization Revaluation Adjustments Amortization Book Book
01.10.2012 Revaluation 30.09.2013 up to for the Year up to Value as at Value as at
($) 01.10.2012 30.09.2013 30.09.2013 30.09.2012
Tangible Assets:
1. a) Land (Free Hold) # 3,794.72 — 9,985.26 — 13,779.98 — — — — — 13,779.98 3,794.72
b) Land (Lease Hold) 1,359.38 — — — 1,359.38 — 58.00 — — 58.00 1,301.38 1,359.38
2. Buildings* 23,996.85 53.89 19,489.00 15.96 43,523.78 12,631.66 441.15 3,676.85 — 16,749.66 26,774.12 11,365.19
3. Plant and Machinery 32,824.02 555.54 6,036.15 0.05 39,415.66 20,612.81 1,858.73 (3,819.92) 0.05 18,651.57 20,764.09 12,211.21
4. Furniture, Fixtures &
Fittings, Computers 1,669.39 36.21 — 165.00 1,540.60 1,253.77 111.24 — 160.92 1,204.09 336.51 415.62
5. Vehicles 715.83 0.55 — 52.69 663.69 455.08 66.41 — 43.30 478.19 185.50 260.75
6. Office Equipments 692.17 25.69 — 22.26 695.60 424.27 42.83 — 14.68 452.42 243.18 267.90
Total (A) 65,052.36 671.88 35,510.41 255.96 100,978.69 35,377.59 2,578.36 (143.07) 218.95 37,593.93 63,384.76 29,674.77
Intangible Assets:
7. Patents 11.05 — — — 11.05 11.05 — — — 11.05 — —
8. Software 996.61 142.53 — — 1,139.14 766.18 194.84 — — 961.02 178.12 230.43
9. Tech. Knowhow 665.09 140.59 — — 805.68 458.99 83.94 — — 542.93 262.75 206.10
Total (B) 1,672.75 283.12 — — 1,955.87 1,236.22 278.78 — — 1,515.00 440.87 436.53
Total (A)+(B) 66,725.11 955.00 35,510.41 255.96 102,934.56 36,613.81 2,857.13 (143.07) 218.95 39,108.93 63,825.63 30,111.30
Previous Year 63,140.10 3,683.51 — 98.50 66,725.11 33,698.50 2,980.17 — 64.86 36,613.81 30,111.30 —
Capital Work-in-Progress 2,041.29 2,195.28
Intangible Assets under
Development — 109.65
(*) Includes cost of 25 shares of ` 50 each of 2 Co-operative Housing Societies against acquisition of flats..
(#) Includes some land at Walchandnagar which has been acquired in earlier years by the State Government at compensation of ` 281 Lakhs (Net). However as the matter is in appeal in Supreme Court,
the award has so far not been accounted for as a sale.
($) Also refer Note No. 32 on Revaluation Reserve
(**) Additions in tangible assets includes addition on account of Foreign Exchange Fluctuations capitalized ` 43.47 Lakhs (Previous Year ` 226.67 Lakhs)

45
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

12. Non-Current Investments

` in Lakhs
As at September As at September
30, 2013 30, 2012
Non - Trade Investment (valued at cost unless otherwise specified)
Investment in Equity Instruments - Quoted
460,900 (Previous Year 8,30,900) Equity Shares of ` 2 each in Housing Development
Finance Corporation Ltd. 1,010.21 21.86
600 (Previous Year 600) Equity Shares of ` 10 each in Bombay Cycle & Motor Agency Ltd. 0.10 0.10
2,500 (Previous Year 2,500) Equity Shares of ` 2 each in HDFC Bank Ltd. 0.05 0.05
12,000 (Previous Year 12,000) Equity Shares of ` 10 each in Bank of Baroda 10.36 10.36
Sub-Total 1,020.72 32.37
Investment in Equity Instruments - Unquoted
2 (Previous Year 2) Equity Shares of ` 50 each in Maharashtra State Co-operative
Bank Limited. 0.01 0.01
100 (Previous Year 100) Equity Shares of ` 100 each in Shushrusha Citizens Co-operative
Hospital Limited 0.10 0.10
100 (Previous Year 100) Equity Shares of ` 25 each in Cooper Employee’s Consumers
Co-operative Society Limited 0.02 0.02
481 (Previous Year 481) Equity Shares of ` 100 each in Walchand Foundries Private Limited 0.48 0.48
1,04,250 (Previous Year 1,04,250) Equity Shares of ` 10 each in Actis Biologics Private Limited 102.66 102.66
Less: Provision for diminution (101.62) —
Net Value 1.04 102.66
20 (Previous Year 20) Equity Shares of ` 50 each in Walchand Co-operative Housing
Society Limited 0.01 0.01
1.66 103.29
1,022.38 135.65
Aggregate Value of Quoted Investments
– At cost 1,020.72 32.36
– Market Value 3,596.24 6,546.68
Aggregate Provision for Diminution in the Value of Investments — —
Aggregate Value of Unquoted Investments
Book Value and/or at cost 103.28 103.28
Aggregate Provision for Diminution in the Value of Investments 101.62 —

13. Loans and advances

` in Lakhs
Non Current Current
As at September As at September As at September As at September
30, 2013 30, 2012 30, 2013 30, 2012
Capital Advances — — — —
Unsecured, considered good 16.11 20.16 — —
Security Deposit — — — —
Unsecured, considered good 311.92 316.13 — 57.92
Advances recoverable In cash or in kind — — — —
Unsecured, considered good 15.04 13.13 9,861.70 7,726.04
Other Loans and advances — — 492.24 —
Advance Income Tax (net of provision for taxation) 0.58 — — —
Balances with Statutory/Government authorities
– Service Tax and input receivable — — 972.06 822.99
– Excise/input credit receivable — — 1,521.73 157.75
– Vat input receivable — — 1,027.51 1,110.88
Less: Provision — — 17.60 —
Total 343.65 349.42 13,857.64 9,875.58

46
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

14. Trade Receivable and other Assets

Trade Receivables ` in Lakhs
Non Current Current
As at September As at September As at September As at September
30, 2013 30, 2012 30, 2013 30, 2012
Trade receivable outstanding for a period less than
six months from the date they are due for payment
Unsecured, considered good (Includes retention
money ` 19,663 Lakhs (Previous Year ` 17,248 Lakhs) — — 35,104.02 26,105.70
— — 35,104.02 26,105.70
Trade receivable outstanding for a period more than
six months from the date they are due for payment
Unsecured, considered good 2,378.37 — 6,617.56 17,803.43
Unsecured, considered doubtful 872.00 — 661.30 568.86
Less: Provision for Doubtful Debts 872.00 — 661.30 568.86
2,378.37 — 6,617.56 17,803.43
Total 2,378.37 — 41,721.58 43,909.13

15 Other assets ` in Lakhs

Non Current Current
As at September As at September As at September As at September
30, 2013 30, 2012 30, 2013 30, 2012
Non-Current Bank Balances (Refer note 18) 137.00 137.00 — —
Other Current Assets — — 1,803.94 3,382.58
SUB-Total 137.00 137.00 1,803.94 3,382.58
Total - Other Non-current assets 137.00 137.00 — —

16. Current Investments

(Valued at lower of cost or net realisable value) ` in Lakhs
As at September As at September
30, 2013 30, 2012
Quoted Mutual funds, Fully paid-up
Templeton India Ultra Short Bond Fund Super Institutional Daily Dividend Plan Units
61,93,269.383 at ` 10.0202 per unit (Previous Year Nil) 620.58 —
ICICI Prudential Flexible Income Regular Plan Daily Dividend Units 4,90,216.832 at
` 105.7348 per unit (Previous Year Nil) 518.33 —
IDFC Banking Debt Fund - Regular Plan - Fortnightly - Dividend Units 3,87,968.316 at
` 10.0663 per unit (Previous Year Nil) 39.05 —
SBI Premier Liquid Fund - Regular Plan - Growth Units 46,712.088 at ` 1907.9367 per
unit (Previous Year Nil) 891.24 —
Birla Sunlife Savings Fund - Weekly Dividend Reinvestment Nil (Previous Year
2,69,868.979 units at ` 100.0904 per unit) — 270.15
ICICI Prudential Flexible Income Plan Premium Weekly Dividend Nil (Previous Year
2,70,738.953 units at ` 105.4328 per unit) — 285.47
HDFC Cash Management Fund Treasury Advantage Plan Weekly Dividend Nil
(Previous Year 1,18,43,006.34 units at ` 10.02787 per unit) — 1,187.60
IDFC Money Manager Fund Treasury Plan Weekly Dividend Nil (Previous Year
11,03,506.303 units at ` 10.04673 per unit) — 110.87
2,069.20 1,854.09
Market value of quoted investments 2,078.14 1,855.59

47
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

17. Inventories
(Valued at lower of cost or net realizable value) ` in Lakhs
Current
As at September As at September
30, 2013 30, 2012

Raw Materials and Components 6,094.43 11,082.18

Stores and Spares 1,396.43 1,725.51

Dies, Jigs, Tools, Mould Boxes & Patterns 543.75 633.76

Work-in-Progress:

(a) Manufacturing 18,025.19 17,493.87

(b) Expenditure on Uncompleted contracts 157.73 324.22

Finished Goods-in-Transit 21.25 152.23

Finished Products 28.55 27.57

TOTAL 26,267.33 31,439.34

18. Cash and Bank Balances

` in Lakhs
Non Current Current

As at September As at September As at September As at September

30, 2013 30, 2012 30, 2013 30, 2012

(a) Balances with Banks

On Current accounts

(i) in Indian Rupees — — 202.01 175.62

(ii) in Foreign Currency — — 214.69 112.00

Deposits — — 593.25 1,064.54

On unpaid dividend account — — 54.07 47.58

(b) Cheques/drafts on hand — — 139.87 435.76

(c) Cash on hand — — 22.63 18.29

(d) Margin money deposit 137.00 137.00 — —

Amount disclosed under Non-Current Assets

(Refer Note No. 15) (137.00) (137.00) — —

TOTAL — — 1,226.52 1,853.79

48
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

19. Revenue from operations

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
Sales
(a) Sale of Products 61,053.77 77,814.78
Less: Excise Duty 1,998.97 1,725.94
59,054.80 76,088.84
(b) Erection, Job Work and Services 12,700.22 11,659.61
SUB-Total 71,755.02 87,748.45
(c) Other Operating Revenues 896.33 398.64
Total 72,651.35 88,147.09

19.1 Particulars of Sale of Products & Services

Products and Services
(a) Sugar Mill Machinery 11,202.20 22,965.15
(b) High Speed Centrifugals 637.78 1,824.99
(c) Gear Boxes 3,313.02 5,265.96
(d) Special Products 10,123.72 5,211.26
(e) Water Tube Boilers 20,668.46 30,351.83
(f ) Cement Making Plant 7,598.39 5,028.16
(g) Mineral Processing 92.63 198.61
(h) Castings 4,560.13 4,143.20
(i) Pressure Gauges 858.47 1,099.68
59,054.80 76,088.84
(j) Erection, Job work, Services 12,700.22 11,659.61
Total 71,755.02 87,748.45

19.2 OTHER OPERATING REVENUE

(a) Export Drawback 364.10 270.94
(b) Sale of Scrap 247.75 127.70
(c) Other Incentives (FMS) 137.06 —
(d) LD Recovered 147.42 —
Total 896.33 398.64

20. Other Income

(a) Interest Income 65.37 494.47
(b) Dividend 174.25 218.35
(c) Rent 27.33 23.29
(d) Occupation Fees 5.55 20.90
(e) Profit on Sale of Investments — 0.19
(f ) Profit on Sale of Fixed Assets 0.78 20.56
(g) Recovery of Bad Debts Written Off in earlier years 30.53 —
(h) Provision no longer required, Written Back 68.50 506.87
(i) Miscellaneous Income 46.07 85.56
(j) Sundry Creditors Written Back 43.02 0.59
(k) Prior Period Income (Refer Note No. 37) 101.95 —
TotaL 563.35 1,370.78

49
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

21. Cost of Materials Consumed

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
(A) Raw Materials
(a) Plates, Sheets, Beams & Steel Materials 1,878.10 3,028.20
(b) Steel Scrap 1,487.46 1,343.06
(c) Castings 4,420.16 2,304.21
(d) Pig Iron 115.68 65.49
(e) Ferro Alloys 327.22 217.50
(f ) Bought out Components, etc. 31,496.62 44,918.43
(g) Material Consumed at Sites 332.38 82.00
40,057.62 51,958.89

(B) Stores and Spares 2,128.19 2,261.56

Total 42,185.81 54,220.45

21.1 Particulars of Raw Materials Consumed

For the For the
year ended year ended
September 30, September 30,
2013 2012
` in Lakhs % ` in Lakhs %
Imported 680.54 1.70 5,368.19 10.33
Indigenous 39,377.08 98.30 46,590.70 89.67

Total 40,057.62 100.00 51,958.89 100.00

22. Sub-contracting and Processing Charges & Other Direct Cost

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
(a) Sub-contracting and Processing Charges 9,352.82 8,799.12
(b) Forwarding, Selling and Service 5,404.50 4,375.35

Total 14,757.32 13,174.47

50
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

23. Changes in inventories of finished goods, work-in-progress

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
Stock at close:
(a) Finished Products 28.55 27.57
(b) Work-in-Progress (Manufacturing) 18,025.19 17,493.87
(c) Work-in-Progress (Expenditure on uncompleted contracts) 157.73 324.22
(d) Finished Goods in Transit 21.25 152.23

18,232.72 17,997.89
Stock at Commencement:
(a) Finished Products 27.57 18.49
(b) Work-in-Progress (Manufacturing) 17,493.87 15,577.29
(c) Work-in-Progress (Expenditure on uncompleted contracts) 324.22 499.00
(d) Finished Goods in Transit 152.23 —

17,997.89 16,094.78
Total (234.83) (1,903.11)

24. Employee Benefit Expense

For the For the
year ended year ended
September 30, September 30,
2013 2012
(a) Salaries, Wages, Bonus 8,897.85 8,695.07
(b) Contribution to Provident and Other Funds 692.88 585.32
(c) Staff Welfare Expenses 56.30 87.58
Total 9,647.03 9,367.97

25. Finance Cost

Interest Expenses:
(i) Term Loans 274.05 346.28
(ii) Working Capital Loans 1,605.10 742.58
(iii) Others 804.01 998.87
Other Borrowing Costs 1,392.82 961.00
TOTAL 4,075.98 3,048.73

51
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

26. Depreciation and Amortisation Expenses

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
Depreciation and Amortisation 2,857.13 2,980.17
Less: Transferred from Revaluation Reserve 1,041.75 1,182.29

Total 1,815.38 1,797.88

27. Other Expenses

(a) Power and Fuel 1,108.88 993.83
(b) Repairs & Maintenance:
(i) Buildings 133.87 123.93
(ii) Machinery 60.76 141.13
(iii) Other Assets 129.35 133.65
(c) Rent 385.21 381.71
(d) Rates and Taxes 237.63 88.85
(e) Insurance 346.76 279.63
(f ) Travelling and Conveyance 624.42 786.92
(g) Legal and Professional Fees 586.43 678.37
(h) Bank Charges 92.72 130.00
(i) Electricity Charges 168.32 96.26
(j) Site Office Expenses 407.36 343.23
(k) Telephone, Postage, Printing Expenses 231.40 256.30
(l) Administrative and Other Expenses 1,041.10 878.01
(m) BG Innovation 207.40 —
(n) Selling Commission 443.92 477.59
(o) Bad Debts Written Off 0.89 157.79
(p) Provision for Doubtful Debts 964.44 550.00
(q) Donations 0.14 3.64
(r) Provision for Diminution in the value of Long-Term Investments 101.62 —
(s) Royalty and Patent Fee 69.20 271.40
(t) Loss on Sale of Assets 3.38 —
(u) Loss on Sale of Investments 40.01 —
(v) Prior Period Expenses (Refer Note No. 37) 41.66 —
Total 7,426.87 6,772.24

52
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

27.1 Particulars of Stores & Spares Consumed

For the For the
year ended year ended
September 30, September 30,
2013 2012
` in Lakhs % ` in Lakhs %
Imported 114.75 5.39 65.54 2.90
Indigenous 2,013.44 94.61 2,196.02 97.10
Total 2,128.19 100.00 2,261.56 100.00

27.2 Payment to Auditors (EXCLUDING SERVICE TAX)

Administrative and Other Expenses includes payment made to Auditors as under:
` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
(a) Audit Fees 10.00 10.00
(b) Taxation, Limited Review and Others 13.00 13.00
(c) In Other Capacity 0.17 0.22
(d) Reimbursement of Out of Pocket Expenses 0.96 2.05
Total 24.13 25.27

27.3 Value of Imports on CIF basis in respect of

Raw Materials 620.67 1,186.18
Components & Spare Parts 228.95 2,209.29
Capital Goods 81.76 140.11
Total 931.38 3,535.58

27.4 Expenditure in Foreign currency

Technical Fees (Net of Tax) 25.94 93.54
Travelling Expenses 109.65 108.65
Commission and Others 373.86 859.35
Zambia Branch Expenses 34.15 131.41
Ethiopia Branch Expenses 5,225.99 3,226.31
Total 5,769.59 4,419.26

28. Exceptional Item

Profit on Sale of Long Term Investments 4,174.54 —
Bad Debts Written Off — (529.02)
(arising from arbitration settlement in respect of dues from customer)
Total 4,174.54 (529.02)

53
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

29. Earnings per Share

` in Lakhs
For the For the
year ended year ended
September 30, September 30,
2013 2012
Basic & Diluted
(i) Net Profit after Tax as per Statement of Profit and Loss attributable to Equity
Shareholders (3,828.17) 1,212.64
(ii) Weighted average no. of Equity Shares of ` 2 each outstanding during the year 38,070,205 38,070,205
(iii) Earning per Share of face value of ` 2 each (10.06) 3.19

30. Earnings in Foreign Exchange

Export of goods calculated on FOB basis 19,841.00 28,079.26
Others 3,951.38 56.61
Ethiopia 1,836.73 1,731.22
TOTAL 25,629.11 29,867.09

31. Related Party Disclosures

Related party disclosures as required under Accounting Standard — 18 notified under the Companies (Accounting Standards) Rules,
2006 are given below:
Relationship:
(i) Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or
significant influence over the enterprise and relatives of any such individual.
Mr. Chakor L. Doshi : Chairman
: Wife : Mrs. Champa C. Doshi
: Son : Mr. Chirag C. Doshi
: Daughter : Mrs. Kanika G. Sanger
: Daughter-in-Law : Mrs. Tanaz Chirag Doshi

(ii) Key Management personnel and relatives:

Mr. G. K. Pillai : Managing Director & CEO (from 25.11.2012)
Mr. J. L. Deshmukh : Managing Director & CEO (upto 24.11.2012)
: Brother : Mr. Pratap L. Deshmukh
Mr. Chirag C. Doshi : Managing Director

(iii) Enterprises over which any person described in (i) or (ii) above are able to exercise significant influence:
Bombay Cycle & Motor Agency Ltd. Vinod Shashank Chakor Pvt. Ltd.
Walchand Great Achievers Pvt. Ltd. Chirag Enterprises
Walchand Kamdhenu Commercials Pvt. Ltd. Indpro Electronic System (India) Pvt. Ltd.
Walchand Chiranika Trading Pvt. Ltd. Walchand Engineers Pvt. Ltd.
Chiranika Enterprises Walchand Projects Pvt. Ltd.
Chiranika Corporation Walchand Power Systems Pvt. Ltd.
Chiranika Properties Walchand Oil & Gas Pvt. Ltd.
Walchand Botanicals Pvt. Ltd. Walchand Leisure Realty Pvt. Ltd.
Rodin Holdings Inc. Walchand BMH Pvt. Ltd.
Olsson Holdings Inc. Walchand Solar Pvt. Ltd.

54
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

31. Related Party Disclosures (Contd.)

The following transactions were carried out during the year with related parties in the ordinary course of business.
Details of transactions relating to the persons referred to in item (i), (ii) and (iii) above.
` in Lakhs
Key Management Relatives of Key Enterprises Total
Name Personnel Management mentioned in
Personnel (iii) above
Current Year Current Year Current Year Current Year
Previous Year Previous Year Previous Year Previous Year
Purchase of Goods :
Indpro Electronic Systems India Pvt. Ltd. — — 25.81 25.81
— — 109.74 109.74
— — 25.81 25.81
Sub-Total
— — 109.74 109.74
Receiving of Services :
Mrs. Champa C. Doshi — 21.34 — 21.34
— 11.47 — 11.47
Mrs. Tanaz C. Doshi — 20.10 — 20.10
— 10.74 — 10.74
Mr. Chakor L. Doshi — 136.40 — 136.40
— 132.00 — 132.00
Mr. Chakor L. Doshi (Director Fees) — — — —
— — — —
BCMA — — 76.91 76.91
— — 76.98 76.98
Walchand Chiranika Trading Pvt. Ltd. — — 0.36 0.36
— — 0.36 0.36
— 177.84 77.27 255.11
Sub-Total
— 154.21 77.34 231.55
Managerial Remuneration :
Mr. J. L. Deshmukh 32.62 — — 32.62
100.04 — — 100.04
Mr. Chirag C. Doshi 98.41 — — 98.41
89.04 — — 89.04
Mr. G. K. Pillai 85.43 — — 85.43
— — — —
216.46 — — 216.46
Sub-Total
189.08 — — 189.08
Leasing or Hire Purchase Arrangements:
Mr. J. L. Deshmukh 5.78 — — 5.78
9.90 — — 9.90
Mr. Chirag C. Doshi 5.06 — — 5.06
4.61 — — 4.61
Mrs. Champa C. Doshi — 1.10 — 1.10
— 6.56 — 6.56
Mrs. Kanika G. Sanger — 10.03 — 10.03
— 9.19 — 9.19
Mr. Chakor L. Doshi — 7.29 — 7.29
— 6.62 — 6.62
10.84 18.42 — 29.26
Sub-Total
14.51 22.37 — 36.88

55
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

` in Lakhs
Key Management Relatives of Key Enterprises Total
Name Personnel Management mentioned in
Personnel (iii) above
Current Year Current Year Current Year Current Year
Previous Year Previous Year Previous Year Previous Year
Outstanding Payable:
Mr. Chakor L. Doshi — 32.80 — 32.80
— 11.20 — 11.20
Indpro Electronic Systems India Pvt. Ltd. — — 1.18 1.18
— — 31.97 31.97
BCMA — — 14.00 14.00
— — 5.00 5.00
Walchand Chiranika Trading Pvt. Ltd. — — 0.09 0.09
— — 0.09 0.09
Mrs. Kanika G. Sanger — 5.06 — 5.06
— — — —
— 37.86 15.27 53.13
Sub-Total
— 11.20 37.06 48.26

32. Revaluation Reserve and Fixed assets

The Company has a practice of revaluing its certain assets at certain intervals. On the basis of the valuation reports submitted by the
approved valuers, M/s. D K Nagarseth & Associates, certain fixed assets comprising of Land, Building and Plant and Machineries were
further revalued at Market Value/Current Replacement Costs as at September 30, 2013 as follows:
` in Lakhs

Cost/Book Market Gross Accumulated Net Appreciation

Value Value Amount Depreciation Credited
as at Replacement Written up on Value to Revaluation
30.09.2013 cost as at as at Written up Reserve as on
30.09.2013 30.09.2013 as at 30.09.2013
30.09.2013
Land 3,776.98 13,762.24 9,985.26 — 9,985.26

Buildings 23,961.35 43,450.35 19,489.00 3,676.85 15,812.15

Plant & Machinery 32,760.51 38,796.66 6,036.15 (3,819.92) 9,856.07

TOTAL 60,498.84 96,009.25 35,510.41 (143.07) 35,653.48

56
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

33. Employee Defined Plan (Refer Note 7)

The disclosure in terms of Accounting Standard - 15 (Revised) “Employees Benefit” has been given on the basis of Actuarial Valuation
Certificate for the year ended September 30, 2013 as below:
(` in Lakhs)
Sr. Particulars Gratuity Gratuity Leave Leave
No. (Funded) (Funded) Encashment Encashment
(Unfunded) (Unfunded)
October, 2012 October, 2011 October, 2012 October, 2011
to September, to September, to September, to September,
2013 2012 2013 2012
I. Expense recognized in the Statement of Profit and
Loss for the year ended September 30, 2013:
(a) Current Service Cost 122.56 116.64 96.71 103.40
(b) Interest Cost 131.43 139.95 10.44 9.06
(c) Actual return on Plan Assets (108.50) (119.66) N.A. N.A.
(d) Actuarial Loss/(Gain) 33.04 (87.72) (23.51) (37.22)
(e) Total Expense recognized in the Statement of
Profit and Loss 178.53 49.21 83.64 75.24
II. Net Liability recognized in the Balance Sheet as at
September 30, 2013:
(a) Present Value Defined Benefit Obligation as on
30.09.2013 1,661.14 1,642.89 130.36 130.52
(b) Fair Value of Plan Assets as at 30.09.2013 1,185.89 1,346.17 N.A. N.A.
(c) Net Assets/(Liabilities) as at 30.09.2013 (475.25) (296.72) (130.36) (130.52)
III. Change in Defined Benefit Obligation (DBO)
during the year ended 30.09.2013:
(a) Present Value of DBO at the beginning of the
period 1,642.90 1,749.38 130.52 113.26
(b) Current Service Cost 122.56 116.64 96.71 103.40
(c) Interest Cost 131.43 139.95 10.44 9.06
(d) Actuarial Loss/(Gain) 33.04 (87.72) (23.51) (37.22)
(e) Benefits Paid 268.78 275.36 83.80 57.98
(f ) Present Value of DBO at the year end 1,661.15 1,642.89 130.36 130.52
IV. Change in the Fair Value of Plan Assets during the
year ended 30.09.2013:
(a) Plan Assets at the beginning of the year 1,346.17 1,491.86 N.A. N.A.
(b) Actual Return on Plan Assets 108.50 119.66 N.A. N.A.
(c) Actual Company Contributions 10.00 N.A. N.A.
(d) Benefits paid (268.78) (275.35) N.A. N.A.
(e) Fair Value of Plan Assets as at 30.09.2013 1,185.89 1,346.17 N.A. N.A.
V. Actuarial Assumptions:
(a) Discount Rate (per annum) 8.00% 8.00% 8.00% 8.00%
(b) Expected Rate of Return on Assets (per annum) 8.06% 8.02% N.A. N.A.
(c) Rate of Increase in Compensation Levels
(per annum) 5.00% 5.00% 5.00% 5.00%
(d) Mortality Table Indian Assured LIC(1994-96) N.A. N.A.
Lives Mortality ULTIMATE
(2006-08) Ult

57
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

34. SEGMENT REPORTING (Refer Note 1.17)

I. PRIMARY SEGMENTS: ` in Lakhs
Heavy Engg. Foundry M/c. Shop Others TOTAL
Particulars
2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12
Revenue:
Net Revenue 67,163.81 82,591.86 4,754.27 4,532.40 921.78 1,105.55 72,839.86 88,229.81
Less: Inter-segment
Revenue — — 163.43 76.85 25.08 5.87 188.51 82.72
67,163.81 82,591.86 4,590.84 4,455.55 896.70 1,099.68 72,651.35 88,147.09

Results:
Segment Result (2,322.23) 6,252.58 (287.96) (234.85) 33.91 200.41 (2,576.28) 6,218.14
Unallocated Expenses 1,307.46 1,137.96
Unallocated Income 207.90 188.44
Operating Profit (3,675.84) 5,268.62
Interest Expenses 4,075.98 3,048.73
Profit from ordinary
activities (7,751.82) 2,219.89
Add: Exceptional Items 4,174.54 (529.02)
Profit Before Tax (3,577.28) 1,690.87
Taxes on Income 250.89 478.23
Profit from ordinary
activities (3,828.17) 1,212.64

Other Information:
Segment Assets
(including revaluation) 135,880.86 110,840.07 8,064.37 5,480.23 4,276.35 1,814.02 148,221.58 118,134.32
Unallocated Corporate
Assets 10,373.96 7,218.49
Total Assets 158,595.54 125,352.81
Segment Liabilities 80,761.55 83,126.29 1,036.33 875.55 207.21 172.05 82,005.09 84,173.89
Unallocated Corporate
Liabilities 5,947.48 1,071.36
Total Liabilities 87,952.57 85,245.25
Capital Expenditure 604.44 1,528.34 65.30 47.77 12.12 30.92 681.86 1,607.03
Unallocated Capital
Expenditure 9.44 —
691.30 1,607.03
Depreciation
(Net of revaluation) 1,582.86 1,550.12 103.62 102.73 6.92 6.06 1,693.40 1,658.91
Unallocated Depreciation 121.98 138.97
Total Depreciation 1,815.38 1,797.88
Non Cash Expenses
other than depreciation 476.54 —
Unallocated Non Cash
Expenses other than
Depreciation 101.62 —
578.16 —

58
 Annual report 2012-13

Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

` in Lakhs
II. SECONDARY SEGMENTS
External Revenue by
Location of Customers 26,071.41 29,810.48
Total Carrying Amount of
Segment Assets (To the
extent allocable) 10,910.38 13,371.27
Total Cost incurred to
acquire Segment Assets 38.71 29.94
35. Contingent Liabilities and Commitments
` in Lakhs
As at As at
September 30, September 30,
2013 2012
(i) Counter Guarantees by the Company in respect of guarantees given by banks
(including guarantee on account of erstwhile Machine Tool Division of ` 3.55 Lakhs) 31,004.83 27,092.62
(ii) Estimated amount of Contracts remaining to be executed on Capital Accounts not
provided for (Net of Advance) 75.36 429.27
(iii) (a) Demand of Non Agricultural (NA) Tax of ` 161.37 Lakhs is raised by Tahshildar, Indapur (Previous year ` 161.37 Lakhs) out of
which ` 20 Lakhs is paid under protest by the company. No provision has been made in the accounts as the company has
not accepted the liability and the matter is sub-judice.
(b) Demand on account of fixation of Annual Rateable Value of property at Pune amounting to ` 325.07 Lakhs (for the period
from 1-4-2008 to 31-3-2012) raised by the local authorities (Previous Year ` 325.07 Lakhs). No provision has been made in
the account as the company has not accepted the liability and the same is sub-judice.
(c) The Central Excise Authorities have raised a demand of ` 266.19 Lakhs (Net) (Previous year ` 266.19 Lakhs) (Net) denying the
exemption from the excise duty on non-conventional energy devices/systems supplied by the Company. The Company has
disputed the demand and has preferred an appeal which is pending before ‘CESTAT, Mumbai’. On the basis of a legal opinion,
the Company does not expect any liability.
(d) The Central Excise Authorities have raised a demand of ` 82.73 Lakhs (Previous Year ` 82.73 Lakhs) on bought out items
supplied for Centrifugals,which has already suffered duty at manufactures end. The Company has disputed the demand
and has preferred an appeal which is pending before Supreme court. Company has discharged Liability of ` 29.45 Lakhs by
reversal of CENVAT availed and paid `10.00 Lakhs under protests (included under the head loans and advances). On the basis
of legal opinion, the Company does not expect any liability.
(e) The Sales Tax Authority, Maharashtra has raised demand of `159.83 Lacs (Previous Year ` 159.83 Lakhs) as per Section 6(2)
of the Central Sales Tax Act,1956. The Company has disputed the demand and has preferred an appeal before The Sales Tax
Appellate Commissioner. Company paid ` 30.00 Lakhs under protests (included under the head loans and advances). On
the basis of legal opinion the Company does not expect any liability.
(f ) The Sales Tax Authority, Andhra Pradesh, has raised a demand of ` 475.53 Lakhs (Previous Year NIL) under Rule 60 of the
Andhra Pradesh Value Added Tax Act. The Company has disputed the demand and has preferred an appeal before Appellate
Deputy Commissioner (C.T.), Secunderabad, Hyderabad. Based on the legal opinion, the company does not accept any
liability. However, company has paid ` 60.28 Lakhs “Under Protest”.
(g) Service Tax demand of ` 362.65 Lakhs on sale of bought out items has been raised by the concerned authorities. The
company has discharged liability of ` 28.76 Lakhs by way of CENVAT reversal under protest and has preferred an appeal
which is pending before the CESTAT.
(h) Bond issued to customs department for export obligations amounting to ` 1,363.45 Lakhs (previous year ` 1,363.45 Lakhs).
(i) Company has received a demand of ` 50.68 Lakhs from Employee’s Provident Fund office. The company has contested the
demand raised, and filed a writ petition with Mumbai High Court. No provision is being made against the same based on
the legal advise.
(j) Certain cases filed against the Company by the Ex-employees of Heavy Engineering Division and Foundry Division for
compensation are pending before the labour courts — Amounts unascertained.

59
Notes on Financial Statements for the year ended September 30, 2013 (Contd.)

36. 
Consequent to the proceedings u/s 132 of the Income Tax Act initiated by the Department in the month of December, 2012,
the Company has filed an application before the settlement commission which has been admitted for further hearings. The Income
Tax Liability arising thereof relating to the previous years has been provided for in the accounts and included under tax expense for
earlier years.

37. Following adjustments have been made arising out of proceedings u/s 132 of Income Tax Act, 1961:
(a) Scrap Sale of ` 51.95 Lakhs is included in Note No. 20: Other income at Sr. No. (k) Prior period income.
(b) Excise Duty of ` 41.66 Lakhs is included in Note No. 27: Other Expenses at Sr. No. (v) Prior period expenses.

38. The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Particulars Currency As at As at
September 30, September 30,
2013 2012
Amounts receivable in foreign currency on account of the
following:
(a) Debtors Outstanding USD (Millions) 16.26 22.34
Equivalent
INR ` in Lakhs 10,174.96 11,808.64
Amounts payable in foreign currency on account of the
following:
(a) Import of Goods and Services USD (Millions) — 0.66
EUR (Millions) 0.07 1.98
Equivalent
INR ` in Lakhs 55.51 1,697.89
(b) Capital Imports EUR (Millions) 0.31 0.31
Equivalent
INR ` in Lakhs 258.76 209.13
(c) Loans Payable USD (Millions) 3.98 3.73
Equivalent
INR ` in Lakhs 2,488.65 1,969.46

39. The Previous Year’s figures have been regrouped/reclassified to conform to Current Year’s presentation..

As per our report attached

For K. S. AIYAR & Co.
V. T. Pawar G. K. Pillai Chakor L. Doshi
Chartered Accountants Sr. President Managing Director Chairman
FRN: 100186W
Satish K. Kelkar G. S. Agrawal
Chirag C. Doshi Dilip J. Thakkar
Partner Vice President (Legal & Taxation)
Managing Director Director
Membership No. 38934 & Company Secretary

Place : Mumbai
Date : 27th November, 2013

60
 Annual report 2012-13

Important Statistical Data from 1908-09 to 2012-2013

(` in Lakhs)
Year Paid up Capital Reserves Debentures Fixed Assets Sales Net Profit Dividend paid Equity
Equity Preference & Surplus Gross Block Net Block on Pref. and Dividend
Equity Shares
1908-1909 2.50 2.83 – – 3.50 3.50 10.14 0.28 0.93 4%
1909-1910 2.50 3.48 – – 3.81 3.70 2.06 0.53 0.37 5%
1910-1911 2.50 3.50 – – 4.08 3.95 2.11 0.71 0.39 6%
1911-1912 2.50 3.50 – – 4.45 4.28 1.60 0.25 0.39 6%
1912-1913 2.50 3.50 – – 4.34 4.18 1.58 0.34 0.24 –
1913-1914 2.50 3.50 – – 4.88 3.90 2.71 1.10 0.39 6%
1914-1915 2.50 3.50 0.25 6.00 5.29 3.82 1.98 0.46 0.34 4%
1915-1916 2.50 3.50 0.25 5.75 5.17 3.60 2.35 0.82 0.34 4%
1916-1917 2.50 3.50 0.39 5.50 5.16 3.41 2.62 1.10 0.39 6%
1917-1918 2.50 3.50 0.64 5.25 5.33 3.34 1.97 0.40 0.24 –
1918-1919 2.50 3.50 0.64 4.75 5.31 2.88 2.03 0.44 0.12 –
1919-1920 2.50 3.50 0.64 4.75 5.31 2.88 2.03 0.44 0.12 –
1920-1921 2.50 3.50 0.91 4.50 5.61 3.27 3.53 1.56 0.64 6%
1921-1922 2.50 3.50 1.21 4.25 5.97 3.17 5.56 3.12 0.92 20%
1922-1923 2.50 3.50 2.16 4.00 6.11 3.01 3.32 1.32 0.42 7%
1923-1924 2.50 3.50 2.95 3.75 6.33 3.03 3.14 1.11 0.42 7%
1924-1925 2.50 3.50 3.27 3.50 5.98 2.19 3.42 1.17 0.48 8%
1925-1926 2.50 3.50 3.42 3.25 6.12 1.76 2.68 1.04 0.48 8%
1926-1927 2.50 3.50 3.41 – 6.60 1.96 1.85 0.47 0.24 –
1927-1928 2.50 3.50 3.76 – 6.75 1.94 1.27 0.23 0.24 –
1928-1929 2.50 3.50 3.75 – 6.89 2.08 0.55 0.02 – –
1929-1930 2.50 3.50 3.38 – 6.16 1.61 0.14 –1.11 0.49 –
1930-1931 2.50 3.50 1.92 – 6.21 1.72 0.25 –0.01 0.24 –
1931-1932 2.50 3.50 1.97 – 5.86 1.37 0.32 –0.24 0.24 –
1932-1933 2.50 3.50 1.83 – 5.80 1.31 0.26 –0.01 0.24 –
1933-1934 2.50 3.50 2.01 4.00 13.37 8.88 0.07 –0.08 0.24 –
1934-1935 2.50 3.50 1.86 4.00 16.68 11.19 0.70 –0.12 0.24 –
1935-1936 2.50 3.50 1.06 4.00 17.19 17.19 1.38 0.01 0.24 –
1936-1937 2.50 3.50 1.09 3.67 19.16 19.16 15.66 0.26 – –
1937-1938 2.50 3.50 1.57 3.20 19.74 19.49 19,67 0.73 0.53 –
1938-1939 10.00 3.50 3.99 3.03 22.89 15.19 20.55 3.14 2.24 20%
1939-1940 10.00 3.50 8.46 2.82 44.51 33.81 31.15 8.24 2.42 20%
1940-1941 10.00 3.50 12.56 23.22 51.11 36.66 54.61 6.52 2.82 24%
1941-1942 10.00 3.50 13.33 30.02 64.79 45.89 39.88 3.58 2.82 24%
1942-1943 10.00 3.50 25.87 30.02 71.09 47.94 54.89 15.38 4.02 36%
1943-1944 10.00 3.50 44.30 30.00 77.01 49.36 83.32 22.42 4.02 36%
1944-1945 23.50 3.50 51.72 48.26 83.19 51.54 78.12 14.13 6.45 36%
1945-1946 23.50 3.50 80.06 50.00 92.20 56.55 85.98 5.72 5.36 21%
1946-1947 50.50 3.50 51.68 50.00 107.09 66.94 75.50 0.70 0.24 –
1947-1948 101.00 3.50 28.27 50.00 128.27 78.12 151.55 40.07 10.47 10%
1948-1949 101.00 3.50 36.60 50.00 135.46 75.37 133.24 10.44 17.92 17.5%
1949-1950 101.00 3.50 33.62 50.00 157.64 89.23 147.72 14.72 12.36 12%
1950-1951 101.00 3.50 45.50 45.00 165.03 86.81 185.38 23.48 14.38 14%
1951-1952 101.00 3.50 59.20 45.00 177.67 91.12 216.26 25.52 14.38 14%
1952-1953 101.00 3.50 68.09 45.00 185.81 89.24 190.50 23.03 14.38 14%
1953-1954 101.00 3.50 79.40 45.00 190.33 85.90 196.24 25.47 16.40 16%
1954-1955 101.00 3.50 91.72 45.00 204.70 89.38 189.72 27.95 18.42 18%
1955-1956 101.00 3.50 110.22 25.76 228.81 129.62 214.63 33.00 21.46 21%
1956-1957 101.00 3.50 128.00 25.00 271.48 165.02 246.90 38.98 21.46 21%
1957-1958 101.00 3.50 122.12 25.00 295.28 177.60 354.05 27.96 21.46 21%
1958-1959 101.00 50.00 125.94 25.00 347.35 218.28 403.17 19.01 23.97 20%
1959-1960 101.00 50.00 135.33 100.00 426.90 280.79 390.72 19.92 20.15 15%
1960-1961 150.94 50.00 135.11 100.00 460.83 277.21 402.82 16.34 22.04 15%
1961-1962 151.49 50.00 128.43 100.00 498.28 288.76 538.39 14.38 23.12 12%
1962-1963 151.50 50.00 162.44 100.00 510.73 274.82 575.63 25.34 23.18 12%
1963-1964 151.50 50.00 72.36 100.00 520.54 268.37 550.69 30.21 26.21 14%
1964-1965 151.50 50.00 188.12 75.00 535.57 270.25 463.39 19.72 26.21 14%
1965-1966 151.50 50.00 226.65 75.00 592.61 354.43 510.47 16.76 23.18 12%
1966-1967 181.80 50.00 203.15 75.00 624.84 357.01 559.21 10.33 23.18 10%

61
Important Statistical Data from 1908-09 to 2012-2013 (Contd.)
(` in Lakhs)
Year Paid up Capital Reserves Debentures Fixed Assets Sales Net Profit Dividend paid Equity
Equity Preference & Surplus Gross Block Net Block on Pref. and Dividend
Equity Shares
1967-1968 181.80 50.00 238.75 75.00 850.16 357.03 788.52 50.72 26.82 12%
1968-1969 181.80 50.00 231.56 75.00 667.18 342.72 1041.56 16.38 23.18 10%
1969-1970 181.80 50.00 110.85 75.00 714.09 392.12 1074.80 –95.32 – –
1970-1971 181.80 50.00 182.61 75.00 729.20 379.12 997.74 7.17* – –
1971-1972 181.80 50.00 208.36 75.00 762.77 335.97 1300.06 64.47 10.00 –
1972-1973 181.80 50.00 306.46 75.00 801.21 333.03 1649.72 86.62 31.62 12%
1973-1974 181.80 50.00 331.70 75.00 873.04 357.31 2184.57 48.71 19.00 7.70%
1974-1975 181.80 50.00 393.41 75.00 959.60 395.57 2453.00 58.15 26.82 12%
1975-1976 181.80 50.00 423.49 75.00 1058.21 423.44 2421.71 96.07 32.27 15%
1976-1977 182.98 50.00 423.04 73.82 1081.47 379.54 1970.06 40.83 32.33 15%
1977-1978 200.30 50.00 572.12 98.79 1772.72 1017.81 3615.05 195.77 33.75 15%
1978-1979 200.30 50.00 808.57 98.79 1920.74 1087.31 5031.11 263.06 37.05 16%
1979-1980 200.30 50.00 898.16 94.13 2131.56 1189.78 5572.98 121.30 37.05 16%
1980-1981 200.30 50.00 1104.94 69.46 2307.98 1248.17 5958.51 203.11 37.05 16%
1981-1982 200.30 50.00 1175.52 54.75 2441.32 1260.11 5754.26 111.63 41.05 18%
1982-1984
(18 Months) 300.45 50.00 **5401.27 40.14 11118.29 @5446.17 12715.01 230.15 79.61 24%
1984-1985 300.45 50.00 4735.39 20.00 11233.15 5169.87 10763.79 125.64 53.07 16%
1985-1986 300.45 50.00 **4833.16 20.00 $12388.57 $$6322.02 9132.83 797.64* – –
1986-1987
(18 Months) 300.45 50.00 3538.79 20.00 10104.10 4915.55 10720.82 288.05* – –
1987-1988 300.45 50.00 3425.37 20.00 10074.99 4874.42 6140.79 0.94* – –
1988-1989 300.45 50.00 2819.95 20.00 9319.14 4306.41 7595.22 16.14* – –
1989-1990 300.45 50.00 **5647.33 20.00 (i)12893.64 (ii)6995.49 7129.48 35.57* – –
1990-1991 300.45 50.00 5132.30 20.00 13003.87 6094.85 8892.12 202.29 ***68.55 12%
1991-1992 300.45 50.00 **11174.24 8.00 (iii)20403.10 (iv)11308.30 8871.05 849.60 65.09 20%
1992-1993 300.45 – 1059.55 – 20399.72 10203.16 9214.26 516.21 63.37 20%
1993-1994 300.45 – 10363.94 – 20423.66 9283.57 11361.56 705.72 60.09 20%
1994-1995 300.45 – 10677.14 – 20746.33 8636.18 16492.32 1195.74 75.11 25%
1995-1996 300.45 – 11283.01 – 21304.33 8306.83 18899.01 1452.15 82.62 27.5%
1996-1997 300.45 – 18822.30 – (v)30470.60 (vi)15925.70 16600.58 979.22 82.62 27.5%
1997-1998 300.45 – 18291.16 – 30730.43 14650.54 17466.30 795.01 82.62 27.5%
1998-1999 300.45 – 17504.50 – 30983.72 13221.69 21006.70 738.52 90.14 30%
1999-2000 300.45 – 17089.64 – 31264.84 12037.02 22021.88 894.19 99.15 33%
2000-2001 300.45 – 14376.07 – 31466.54 10875.89 22883.70 -723.29 99.15 33%
2001-2002 300.45 – 21147.74 – (vii)37089.76 17350.72 17951.34 249.73 75.11 25%
2002-2003 300.45 – 20255.68 – 37134.92 16059.72 15216.82 349.80 75.11 25%
2003-2004 300.45 – 19527.54 – 37438.77 15207.04 21618.25 398.72 82.62 27.5%
2004-2005 300.45 – 19297.32 – 38315.75 14945.35 25279.95 772.39 90.14 30%
2005-2006 300.45 – 19533.81 – 40188.42 15801.12 35855.63 1329.43 135.20 45%
2006-2007 300.45 – 21976.64 – 42849.96 17381.79 63279.94 3556.33 300.45 100%
2007-2008 760.90 – 41424.52 – (viii)57879.57 31956.79 69604.31 3976.93 380.45 50%
2008-2009 761.40 – 41960.83 – 62639.64 34311.67 51261.53 2340.13 380.70 50%
2009-2010 761.40 – 40340.96 – 64902.96 33996.72 67237.11 2228.91 380.70 50%
2010-2011 761.40 – 39934.99 – 67521.53 33823.03 95767.35 1279.78 380.70 50%
2011-2012 761.40 – 39346.16 – 69030.04 32416.23 88147.09 1212.64 380.70 50%
2012-2013 761.40 – 69881.57 – (ix) 104975.85 65866.93 72651.35 -3828.17 152.28 20%

NOTES: 7. Including the effect of Revaluation of certain fixed assets as at 30-09-92.

1. * Subject to Depreciation. (iii) Gross amount written up ` 7526.25 lakhs.
2. ** Including the effect of Revaluation of certain fixed assets. (iv) Accumulated Depreciation written up ` 1618.56 lakhs.
3. Including the effect of Revaluation of certain fixed assets as at 30-09-90. 8. Including the effect of Revaluation of certain fixed assets as at 01-10-96.
@ Gross amount written up ` 8432.67 lakhs. (v) Gross amount written up ` 7985.90 lakhs.
@ Accumulated Depreciation written up ` 3775.62 lakhs. (vi) Accumulated Depreciation written up ` 20.30 lakhs.
4. Including the effect of Revaluation of certain fixed assets as at 31-03-86. 9. Including the effect of Revaluation of certain fixed assets as on 01-10-96
$ Gross amount written up ` 906.89 lakhs. ` 7965.60 lakhs.
$$ Accumulated Depreciation written up ` 11.21 lakhs. 10. Including the effect of Revaluation of certain fixed assets as on 01-04-2002
5. Including the effect of Revaluation of certain fixed assets as at 30-09-90. (vii) Gross Amount written up ` 5449.30 lakhs.
(i) Gross amount written up ` 3556.43 lakhs. 11. Including the effect of Revaluation of certain fixed assets as on 01-10-2007
(ii) Accumulated Depreciation written up ` 334.16 lakhs. (viii) Gross Amount written up ` 11263.32 lakhs.
6. *** Includes Preference Dividend for the years. 1985-86, 1986-87, 1987-88, 12. Including the effect of Revaluation of certain fixed assets as on 30-09-2013
1988-89, 1989-90. (ix) Gross Amount written up ` 35510.41 lakhs.

62
 Annual report 2012-13

WALCHANDNAGAR INDUSTRIES LTD

Regd. Office : 3, Walchand Terraces, Tardeo Road, Mumbai-400 034

Intimation to Shareholders
Dear Shareholders,

Sub.: Payment of Dividend through NECS Mandate Form

We bring to your kind attention the following facilities in connection with payment of dividend, dematerialization of shares and consolidation
of shares.

1. For the benefit of investors, Reserve Bank of India (RBI) has introduced National Electronic Clearing Service (NECS) in
banking system to bring in further efficiency and uniformity in electronic credit. NECS ensures quick credit and no
rejections. This facility provides instant credit of dividend amount to your Bank Account electronically and there is
no limitations of location in India. This also eliminates delays in postal transit and fraudulent encashment of dividend
warrants. NECS is operational for banks/bank branches leveraging on Core Banking System (CBS), which provide more
than ten digit bank account number to its customers.

2. If you are still holding the shares in the physical form, we would request you to kindly consider the benefits
of dematerialization and open a Demat Account with any Depository Participant to get your physical shares
dematerialized.

3. In case you are holding the shares in more than one folio in the same name(s) and order, we would request you
to kindly let us have your consent for consolidation of such multiple folios into one single folio. This will facilitate
prompt service to you in future. In case you consent for folio consolidation, you will be required to send to the Registrar
& Share Transfer Agents (Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),
Mumbai - 400 078) all the share certificates, under different folios in your custody for our necessary action and return.

4. Shareholders holding shares in physical form desirous of using this facility are requested to submit, the NECS Mandate
Form to the Registrar and Share Transfer Agent. (The Form is printed on the backside of this page). The said Form is
also be available on Company’s Website www.walchand.com.

The beneficial shareholders who are holding shares in demat form are requested to provide Bank details/NECS Mandate
Form to their Depository Participants.

Yours faithfully, MANDATE FORMS RECEIVED BY REGISTRAR

For Walchandnagar Industries Ltd., & SHARE TRANSFER AGENTS UPTO 17TH
JaNUARY, 2014 SHALL BE CONSIDERED
WHILE EFFECTING DIVIDEND PAYMENT FOR
G. S. Agrawal THE YEAR 2012-13
Vice President (Legal & Taxation) and Company Secretary

Dated: 27th November, 2013

 WALCHANDNAGAR INDUSTRIES LIMITED
Shareholder’s Option to receive Dividend Payment through
Warrants favouring Bankers/National Electronic Clearing Service (NECS)

Folio No.(s):

No. of shares
1. I/We give below the necessary particulars
A. Name of the Sole/First Shareholder :
B. Name of the Bank :
C. Name of the Branch :
D. Address of the Branch :
E. Telephone Number of Branch :
F. Type of Account :
(Savings/Current/Cash Credit)
G. Applicable Code No. (10/11/13) :
(Saving – 10, Current – 11,
Cash Credit – 13)
H. Account Number (min. 10 digits to max. 15 digits for
dividend payment through NECS) :
I. Ledger & Ledger Folio No.
(if any) of your bank account :
J. 9-Digit Code number appearing on the clear band
area at the bottom of MICR Cheque issued by Bank
(the code number is mentioned on the MICR band
next to the cheque number) :
(Ensure a photocopy of a blank cheque is enclosed)
2. I/We hereby opt for payment of dividend
 through physical warrants with Name and Account No. of my/our bank
 under NECS
(Please tick whichever is applicable)
3. I/We hereby declare that the above particulars are complete and correct. I/We also undertake to advice any change in the particulars
of my/our account to facilitate Updation of records for payment of dividend. If the transaction is delayed or is not effected at all
due to incomplete or incorrect information or for any reason beyond the control of the Company, I/We shall not hold the Company
responsible.

Place :
Date : Signature of the Sole/First named Shareholder

Encl.: A Photo copy of the cheque/a blank cheque duly cancelled

Note: In case it is not possible to attach a copy of cheque, the following certificate may please be furnished from your Bank:
Certified that the particulars furnished above are correct as per our records.

Bank’s Stamp
Date : Signature of the Authorised Official of the Bank
 WALCHANDNAGAR INDUSTRIES LIMITED
Regd. Office: 3, Walchand Terraces, Tardeo Road, Mumbai 400 034

27th November, 2013

Dear Shareholder,
Re : Green Initiative in Corporate Governance : Go Paperless
The Ministry of Corporate Affairs (MCA) has issued Circular Nos. 17/2011 and 18/2011 dated 21.04.2011 and 29.04.2011 respectively propagating
“Green Initiative”, by allowing paperless compliances by serving documents through electronic mode (e-mail). As an enlightened corporate citizen, we
propose to send all future shareholder communication like Notice of AGM, Audited Financial Statements, Directors’ Report, Auditors’ Report etc. for the
financial year ended on 30th September, 2013 and all other documents as may be allowed henceforth to the shareholders through electronic mode to
the registered e-mail addresses of the shareholders. This ensures reduction in paper consumption, eliminates wastage of paper, ensures prompt receipt of
communication and avoids loss in postal transit.

For supporting this initiative :

1. If you hold shares in electronic form, kindly register your e-mail address with your Depository Participant. You are not required to re-register unless
there is a change in your e-mail address.
2. If you hold shares in physical form, please intimate your e-mail ID to the Company’s Registrars & Share Transfer Agents, M/s. Link Intime India Private
Limited.
You can also download the attached registration form from our website : www.walchand.com

You are requested to fill up the form given below and send it to :

M/s. Link Intime India Pvt. Ltd.,

Unit : Walchandnagar Industries Ltd.,
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W), Mumbai – 400 078.

You may please note that, as a member of the Company, you will be entitled to be furnished, free of cost, a printed copy of the Balance Sheet of the
Company together with all annexure required to be attached thereto including the Directors’ Report, Statement of Profit and Loss and Auditors’ Report and
all other communications that may be sent to you, upon receipt of a written request from you to this effect.

We are sure that you appreciate the Green initiative undertaken by the MCA and hope that you will support your Company’s desire to participate in it.

Thanking you,

Yours truly,

For Walchandnagar Industries Ltd.,

Sd/-
G. S. Agrawal
Vice President (Legal & Taxation) & Company Secretary

cut here
E-COMMUNICATION REGISTRATION FORM
(In terms of circular No. 17/2011 and 18/2011 dated 21.04.2011 and 29.04.2011 respectively issued by the Ministry of Corporate Affairs)

Folio No./DP ID & Client ID :

Name of 1st Registered Holder :

Name of Joint Holder(s) :

Registered address :

E-mail ID (to be registered) :

I/We shareholder(s) of Walchandnagar Industries Limited agree to receive communication from the Company in electronic mode. Please register my above
e-mail ID in your records for sending communication through e-mail.

Date : Signature :
(First Holder)

Important Notes:
1. On registration, all the communication/s will be sent to the e-mail ID registered in the Folio/ DP ID & Client ID.
2. The form is also available on the website of the company www.walchand.com.
3. Shareholders are requested to keep their Depository Participant/ Registrars & Share Transfer Agents informed as and when there is any change in the
e-mail address. Unless the e-mail ID given above is changed by you by sending another communication in writing, the Company will continue to send
the notices/documents to you on the e-mail ID registered.
NOTES

66
 WALCHANDNAGAR INDUSTRIES LIMITED
Regd. Office: 3, Walchand Terraces, Tardeo Road, Mumbai 400 034

ATTENDANCE SLIP
I hereby record my presence at the 105 ANNUAL GENERAL MEETING of the Company being held at Walchand Hirachand Hall,
th

Indian Merchants’ Chambers Building, Churchgate, Mumbai 400 020 on Tuesday, 28th January 2014 at 3.30 p.m.
Member’s/Proxy’s Name ...............................................................................................................................................................................................................................................................
(in Capital Letters)
Folio No./DPID & Client ID No. .............................................................
No. of Shares ..............................................................................................
.........................................................................
Member’s/Proxy’s Signature
cut here

WALCHANDNAGAR INDUSTRIES LIMITED

Regd. Office: 3, Walchand Terraces, Tardeo Road, Mumbai 400 034

FORM OF PROXY

I/We ...........................................................................................................................................................................................................................................................................................................

of........................................................................................................................ in the district of....................................................................................................................................

being a Member/Members of the above-named Company hereby appoint Mr./Ms.................................................................................................................

...................................................................................................................................................................................................................................................................................

of ............................................................................................................................................. in the District of............................................................................................................ or

failing him/her Mr./Ms.......................................................................................................................................................................................................................................

of ...................................................... in the District of ................................................................................................................................................................................. or

failing him/her Mr./Ms...................................................................................................................................................................................................................................................................

of ............................................................................................................. in the District of ............................................................................................................................................

a.s my/our Proxy to vote for me/us on my/our behalf at the 105th ANNUAL GENERAL MEETING of the Company to be held on
Tuesday, 28th January, 2014 at 3.30 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chambers Building, Churchgate,
Mumbai 400 020 and at any adjournment thereof.

Signed this.................................................................................................. day of ................................................................................ 2014

Affix
15 Paise
Signed .............................................................................................................................. ...............................................................................................................................
Revenue
Stamp

Folio No./DPID & Client ID No. ...................................................................

No. of Shares ....................................................................................................

Note: The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the Meeting.
A Proxy need not be a member.
 Flag off Ceremony of Calandria for NPCIL’S
700 MWe Power Plant at KAPP-3 by
Mr. K. C. Purohit, Chairman & Managing
Director of NPCIL and Mr. G. K. Pillai, MD &
CEO Walchandnagar Industries.

Walchandnagar Industries Limited launches

TIWIN, a new premium range of precision
instruments. (from L to R): Mr. G. K. Pillai,
MD & CEO Walchandnagar Industries at the
lamp lighting ceremony, along with Mr. Peter
Chronis, Corporate Product Manager Winters
Instruments, Canada.

Walchandnagar Industries Limited sponsors

Walchand Cup 2013 for the sixth year in a
row. Mr. G. K. Pillai, MD & CEO Walchandnagar
Industries (centre) with the Boys and Girls
Winners and Runners Up.
Regd. Office: 3, Walchand Terraces, Tardeo Road, Mumbai - 400 034
Website: www.walchand.com
vakils