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Salzer Electronics Ltd.
BSE CODE: 517059   |   NSE CODE: SALZERELEC   |   ISIN CODE : INE457F01013   |   16-May-2024 Hrs IST
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March 2016

DIRECTORS' REPORT

Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

2. Status of Company Performance

Your Company has made significant achievement in 2015­16 almost in line with projected target. Your Company has established substantial share for its products both in the domestic and international markets. The Company's export footprint is widening at compounded annual growth rate of around 30% in the last five years. USA, Europe and Some of the Gulf Countries are major export markets for your Company. Your Company has good synergy in driving the export market and improving its market share across the Globe. Now, various leading players in the international markets such Siemens, C3 Controls, Schneider are part of our export business.

In FY 2015-16, revenues from Operations stood at Rs.361 Crores as against Rs.283 Crores in the corresponding year with a registered growth of 28%. Exports contribution to total revenue remained encouraging and constituting around 22% of the revenues in the full year with a reported growth of 18% corresponding to the last year.

The revenues have grown in line with our expectation especially from the profitable segments industrial switchgear business. The breakup of revenues as per the segment for the full year is as follows.

• The industrial Switch Gear business contributed 47% with a growth of 16% corresponding to the last year,

• The Building segment product business contributed to 4% to the total revenues with a year-on- year growth of 9%,

• The Energy Management business contributed 12% to the total revenues with a year-on-year growth of 600% and

• The copper business, consisting wire and cables contributed 37% to the total revenue with a year-on-year growth of 15%.

The full year EBITDA (Earnings before Interest Tax Depreciation and Amortization) was Rs.43 Crores as against Rs.36 Crores with a year-on-year growth of 21%. The EBITDA margin was at 12% and remains flat compared to the last year. The Profit after Tax (PAT) is at Rs.17 Crores in the full FY2016 as against Rs.12 Crores in the corresponding year with a year-on-year growth of 42%.

Net worth stood at Rs.191 Crores at the end of FY 16 as against Rs.107 Crores last year and accordingly, the Book value of an equity share increased to Rs.140.32 in FY 16 from Rs.104.12 last year on the expanded capital basis.

Your Company is quite confident of achieving a double digit growth in the range of 18% - 20% for FY 2017 on the revenues with higher contribution coming from Industrial Switch Gears

business which has relatively higher business margin in our portfolio and going forward, more focus and concentration to be given on this segment.

Your Company has signed a distinguished agreement with a company called IPD group limited in Australia. IPD is a leading distributor and a wholesaler in Australia for electrical products and they will be marketing Salzer branded electrical products for solar photovoltaic applications in Australia and New Zealand. This agreement opens in new large market for your Company.

3. Dividend

The Board of Directors at their meeting held on May 26, 2016 recommended a Dividend at a rate of 16% (Rs.1.60 per share) for the financial year ended March 31, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on August 13,2016. The total dividend appropriation (excluding dividend tax) for the current year is Rs.219.91 Lacs as against Rs.202.79 Lacs in the previous year.

Dividend (including dividend tax) as a percentage of net profit after tax is 15.53%, on the expanded capital as compared to 20.40% in the previous year. In order to strengthen the internal accruals of the Company, Your Board of Directors moderated the Dividend Payment out of available surplus for the financial year 2015-16 on the expanded capital.

The Register of Members and Share Transfer Book of the company will remain closed from 11th June 2016 to 16th June 2016 (both days inclusive) for the purpose of dividend, if declared in above AGM, will be paid to the members, whose names appear in the company's register of members on Friday, June 16, 2016 and in respect of shares held in electronic form, the dividend will be paid to the beneficial owners of the shares as on the closing hours of the business on June 10, 2016 as per details to be furnished by the depositories for this purpose.

4. Share Capital and Other Related Securities

a. Equity share Capital

During the year under the review, the Company has added 33,59,450 Equity Shares of Rs.10/- each in its issued, subscribed and paid- up shares by means of allotment under Qualified Institutions Placement, Conversion of share warrants issued under pre-preferential basis and Exercise of Stock Options by the Employees. Thereby, the total number of shares increased  from 1,02,83,737 equity shares to 1,36,43,187 equity shares.

The details of increase are as under:

b. Outstanding share warrants

With the approval of the shareholders by means of special resolutions passed at their Extra Ordinary General Meeting held on July 10, 2015, the Company has issued 10,00,000 Share warrants convertible into similar number of equity shares within given period of 18 Months from the date of issue -July 14,2015 at an issue price of Rs.251.45/- to the Promoters and Promoters Bodies Corporate under Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009. Details of the issue, conversion of warrants and balance outstanding as at March 31, 2016 furnished hereunder

6. Corporate Governance

As required under Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance attached with this report Annexure :1

7. Reserves

Your Board of Directors, as a prudent policy in the absence specific provisions in the Companies Act 2013 and Rules made there-under, has transferred Rs.45.00 Lacs to the General Reserve Account.

8. Liquidity

As at March 31, 2016, your Company had adequate cash and cash equivalents in its Books, taking care of all such current liabilities comfortably.

9. Change in the Nature of business, if any

During the year, the nature of the business of your Company -Manufacturing of Electrical Installation Products- has not been changed.

10. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the period between closure of the financial year 2015­16 and date of this report, the following material changes took place:-

a. 26,500 equity shares allotted on April 29,2016 on exercise of stock options by the employees under Salzer Electronics Ltd Employees Stock Options Scheme 2012-13 and

b. 50,000 equity shares allotted on May 25, 2016 on  conversion of share warrants subscribed by the Promoters

c. Subject to consent by the shareholders, the Board of Directors at their meeting held on February 10, 2016 re-appointed Shri Rangaswamynaidu Doraiswamy (DIN:00003131) as Managing Director of the Company effective from May 02,2016 for a term of Five years with the following terms, inter alia,

• Salary Rs.3,00,000/- per month with an increase of Rs.25,000/- every year for five years with effect from  October 01, 2016 and

• Commission at the rate of 21/2 % on the net profit of the company after taxation as being computed from time to time within the limit in accordance with Schedule-V and other applicable provisions of the Companies Act, 2013.

d. Shri Kantilal Vajeshakar Vakharia (DIN: 00003146), a Non

Executive and Non Independent Director passed away on 30/04/2016 and ceased to be Director on the Board accordingly.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No orders passed by any Court in India or by any Regulator or by Tribunals affecting the going concern status and the Company's operations in future.

12. Details in respect of adequacy of internal financial controls with reference to the financial statements.

Your Company has an adequate Internal Control System in commensuration with the size, scale of its operations. In line with the objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee on the matters affecting the materiality of the transactions taking place in all units of the Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all units of the Company. Based on the report of internal audit function, respective heads of the Department will undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions taken thereon are being presented to the Audit Committee of the Board.

13. Equity stake sale by Larsen & Toubro Limited

During the year, Larsen & Toubro Limited, which held 26,79,808 equity shares constituting 26.06% of equity stake in your Company, sold off its entire holdings as a part of its treasury transactions. Upon which, it withdrew its two nominees - Shri Sambavar Vadakarai Raja Swaminathan (DIN: 03327098) and Shri Parameswaran Ramakrishnan (DIN: 06374491) from the Board.

14. Details of subsidiary/Joint Ventures/ Associate Companies

Your company does not have any subsidiary company and do not have any associate company as defined under Sec.2(6) of the Companies Act, 2013, during the year under review.

Foreign investment:

During the Financial year 2015-16, your Company sold out around 13% stake in Salzer Global Services LLC, USA which is having complete controlling interest in Global Technical Talent, INC, USA which is an outsourcing Firm in IT and ITES providing services to the IT industry in USA. After such disinvestment, your Company is having a strategic investment of 27% in Salzer Global Services, LLC, USA and not having any controlling interest over day to day management.

15. Deposits

During the Financial year under the review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

16. Statutory Auditors

In terms of Proviso to Section 139 (1) of the Companies Act 2013, M/s Swamy & Ravi, Chartered Accountants (FRN: 004317S), Coimbatore, has been appointed as a statutory auditor of the Company for a term five years from 2014-15, subject to ratification by the shareholders at the every general meeting in terms of ordinary resolution passed by the Members at their 29th Annual General Meeting held on August 9, 2014.

In pursuance of above term, necessary resolution ratifying appointment of M/s Swamy & Ravi, Chartered Accountants, Coimbatore, as the statutory auditor for the financial year 2016­17 is being placed before members for their consideration in this Annual General Meeting.

M/s Swamy & Ravi, declares and confirms in pursuance of Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014, in their letter dated May 02, 2015 that:

• The firm does not suffer any disqualification under the Companies Act 2013 and the Chartered Accountants Act, 1949 and the rules or regulations made thereunder,

• There is no such proceedings/litigations against the audit firm or any partner of the audit firm, pending with respect to professional matters of conduct.

• The Firm is holding the appointment within the limits laid down by or under the authority of the Act and

17. Auditors' Report

The Independent Audit Report along with the Annexure as prescribed under Companies (Auditors' Report) Order 2015 as issued by the Auditors' are appended in this Annual Report, wherein the Auditors have not made any qualification / adverse remarks based on the auditing.

18. Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 forms part of the Board's report given as Annexure 2 herewith in compliance with Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo given as Annexure 3 herewith separately.

20. Corporate Social Responsibility (CSR)

The Company, for the past many years, fulfills the objectives of social nature in the areas of education, health and other social causes in and around Periyanaickenpalayam Region, Coimbatore District. The Company works primarily through its Trust, Salzer Educational Medical Research Trust, towards promoting education, healthcare etc. The Company is at the service of the society in general for uplift of literacy and health care.

Accordingly, the Company was required to spend Rs.25.20 Lacs towards CSR activities and against which, spent Rs.25.40 Lacs in respect of the activities enshrined in Schedule VII of the Companies Act, 2013, and also in Salzer's Corporate Social Responsibility Policy.

Details of the CSR policy and initiatives adopted by the Company on CSR during the year is available on our website (<https://> www.salzergroup.net/files/CSR <http://www.salzergroup.net/files/CSR%020Policy.pdf>20Policy.pdf < The annual report on our CSR activities is appended as Annexure 4 to the Board's report.

21. Directors

A) Changes in Directors and Key Managerial Personnel

i) Shri Sambavar Vadakarai Raja Swaminathan (DIN: 03327098) and Shri Parameswaran Ramakrishnan (DIN: 06374491), Nominees Directors, resigned from the Board on August 08, 2015 consequent to withdrawal of their nomination by L&T following its 26.06% equity stake sale in the Company.

ii) On the recommendation of Nomination and Remuneration Committee, Shri Rangaswamynaidu Doraiswamy (DIN: 00003131), was appointed as Managing Director subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and the rules made there under.

iii) On the recommendation of Nomination and Remuneration Committee, Mr. D Rajesh Kumar (DIN: 00003126), would be re-appointed as Joint Managing Director and Chief Financial Officer subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and the rules made there under effective from October 01, 2016.

iv) Appointment of a Director in place of Dr. Mrs. Rajeshkumar Thilagam (DIN: 00006783), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re- appointment.

v) Appointment of a Director in place of Shri Perumal Reddiar Ramachandran (DIN: 01043572), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

vi) Consequent to death on April 30, 2016, Shri Kantilal Vajeshakar Vakharia (DIN: 00003146) ceased to be director on the Board accordingly.

B) Declaration by an Independent Director(s) and re-appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

C) Formal Annual Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as: -

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

Peer evaluation

The Companies Act, 2013, states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report

D) Committees of the Board.

Currently, the Board has eight committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Share Transfer Committee, The Shareholders / Investors Grievances Committee, the Risk Management Committee, the Employees Compensation Committee and a Sub Committee for Securities Issue. A detailed note on the composition of the Board and its committees is provided in the Corporate governance report section of this Annual Report.

Considering the objectiveness and functions, the Shareholders / Investors Grievances Committee and the Share Transfer Committee have been amalgamated and named as Stakeholders Relationship Committee effective May 26,2016.

Sub Committee for the Securities issue has been constituted for the purpose of issue of shares under the Qualified Institutions Placement (QIP) Programme, and issue of share warrants and consequent allotment of shares arising out of conversion of share warrants. After completion of such issues, this Sub Committee will stand automatically vacated.

22. Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 01, 2015.

Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. Your Company has duly complied with this regulation by entering into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited.

23. Listing at National Stock Exchange

In addition to Bombay Stock Exchange, the shares of your Company have now been listed at National Stock Exchange and begun its trading effective December 02, 2015.

24. Meetings

The details in respect of the Meeting of the Board of Directors,

Audit Committee and all other sub Committee are given in the Corporate Governance Report.

25. Vigil Mechanism

A vigil Mechanism has been in place providing opportunity to Directors/Employees:

• To access in good faith, to the Audit Committee in case they observe unethical and improper practices or any other wrongful conduct in the Company,

• to prohibit managerial personnel from taking any adverse personnel action against those employees and

• to provide necessary safeguards for protection of employees from reprisals or victimization

This policy applies to all directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy

26. Prevention of Sexual harassment at the work place

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Committee has not received any such complaint.

27. Nomination and Remuneration Committee

The purpose of the committee is to screen and to review individuals qualified to serve as executive directors, non-executive directors and independent directors, consistent with policies approved by the Board, and to recommend, for approval by the Board, nominees for election at the AGM.

The committee also makes recommendations to the Board on candidates for:

(i) nomination for election or re-election by the shareholders, and

(ii) any Board vacancies that are to be filled.

It also reviews and discusses all matters pertaining to candidates and evaluates the candidates. The nomination and remuneration committee coordinates and oversees the annual self-evaluation of the Board and of individual directors.

The nomination and remuneration committee charter and policy are available on our website (<https://www.salzergroup>. net/files/NRC%20Policy.pdf).

28. Particulars of Loans, Guarantees or Investments

During the year under review:

• During the year, the Company has granted/taken loans, unsecured, from or to Companies, firms or other parties, listed in the Register maintained under Section 189 of the Companies Act, 2013 ('the Act'), on the terms and conditions which are not prima facie prejudicial and / or detrimental to the interest of the Company during the course of its business and

• During the year, the Company acquired in Market 1243059 equity shares in a Listed Company Himadri Chemicals and Industries Limited

The investments in other bodies corporate are well within the limit as prescribed under Section 186 of the Companies 2013.

29. Salzer Employees Stock Options Scheme  2012-13

The shareholders at their 27th Annual General Meeting held on August 11, 2012 passed necessary resolutions approving "Salzer Employees Stock Option Scheme 2012 -13" for grant of stock options to the eligible employees upto 10% of the paid capital of the Company, as a reward to the employees who are behind the growth of the Company.

Accordingly, the Employees Compensation Committee, constituted by the Board for administration of Stock option Plan, granted 10,28,000 Stock Options, constituting 10% of the  paid up capital, to such eligible employees with one year vesting period and five years exercise period on November 19,2013.

The Bombay Stock Exchange in its letter dated May 08,2014  granted In-principle approval for allotment of 10,28,000 shares which are likely to arise on exercise of stock options.

The aforesaid Committee:

• On April 18,2015 allotted 2,19,900 Equity Shares against equivalent amount of options exercised by the employees

• On January 25,2016 allotted 78,550 Equity Shares against equivalent amount of options exercised by the employees

• On April 29,2016 allotted 26,500 Equity Shares against

equivalent amount of options exercised by the employees

As on the date of this report, 7,03,050 stock options vested upon grantees and left for exercise.

The relevant disclosures as required SEBI Guidelines are appended herewith as Annexure :5

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the Resolution passed by the shareholders dated August 11, 2012. The Certificate would be placed at the Annual General Meeting for inspection by members.

30. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature in compliance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

In response to Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties during the year under review given in the Form AOC-2, annexed herewith as Annexure :6.

31. Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (<https://www>. salzergroup.net/files/Salzer%20-%20Insider%20Trading%20 %20Regulations%202015.pdf)

32. Managerial Remuneration

A) The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

B) The Company does not have such director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company receiving any remuneration or commission from any Holding Company or Subsidiary Company of such Company

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure - 7.

33. Secretarial Audit Report

A Secretarial Audit Report given by M/s. G V Associates, a company secretary in practice annexed with the report as Annexure : 8.

34. Risk Management Policy

Risk management is attempting to identify and then manage threats that could severely impact or bring down the  organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the firm and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats. In order to tackle such risks emanating during the course of business operation, the Board of Directors, constituted Risk Management Committee with an objective of identifying the potential threats that are likely to impact the growth of the organization and evolve suitable strategical measure to mitigate such identified Risks.

35. Management's Discussion and Analysis  Report

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is set out in this Annual Report as Annexure :9.

36. Cost Auditor

Your Board of Directors have appointed CMA Mr. A.R. Ramasubramania Raja, as Cost Auditor of the Company for the Financial year 2015-16 to conduct audit of Cost Accounting Records maintained by the Company, for the product(s) covered under relevant heads of Central Excise Tariff Act (CETA) as notified by the Minister of Corporate Affairs vide its notification dated 31/12/2014.

37. Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

• that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

• that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the company for that period,

• that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

• that the annual financial statements have been prepared on a going concern basis,

• that internal financial controls are being followed by the company and that such internal financial controls are adequate and were operating effectively.

• that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively

38. Credit Ratings

Your Company's Loan facilities from the Banks are being rated by CRISIL and assigned the following rating scales as under:

Total Bank Loan Facilities Rated: Rs.1565.8 Million (Enhanced from Rs.1,091 Million)

Long Term Rating : CRISIL A-/Positive (revised from 'CRISIL A-/ Stable')

Short Term Rating : CRISIL A1 (Upgraded from 'CRISIL A2 + ')

CRISIL observed while assigning the rating that your Company's Banks facilities continue to reflect the benefits that Salzer derives from its leading market position in the domestic rotary switches market, its marketing tie-up with Larsen & Toubro Ltd and its sustained focus on research and development which facilitates product improvement and resource optimization. This rating continues to reflect the company's adequate financial risk profile, marked by adequate capital structure and debt protection metrics.

39. Industrial Relations

During the year under review, industrial relations at the Company's unit continued to remain cordial and peaceful.

40. Acknowledgements

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Union Bank of India, ICICI Bank, Citi

Bank NA, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, M/s Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co­operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and on behalf of the Board

N Rangachary

Chairman

Place: Coimbatore

Date: May 26,2016