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Directors Report of Techno Electric & Engineering Company Ltd.

Mar 31, 2023

Your Directors take pleasure in presenting the 18^th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

Brief financial details of its EPC business and Power Generation business are provided below:

(Rs. in Lakhs)
	Year ended March 31, 2023	Year ended March 31, 2022
Profit before finance cost and depreciation-Continuing Operation	19,274.83	31,261.45
Profit before finance cost and depreciation-Discontinued Operation	13,022.11	6,101.30
Less : Finance Cost	1065.76	638.32
Depreciation	2,419.14	4,089.66
Profit before tax	28,812.04	32,634.78
Provision for taxation	6,974.56	6,600.43
Profit after taxation	21,837.48	26,034.34
Balance brought forward from previous year	52,690.83	30,632.65
	74,528.31	56,666.99
Appropriations
Transfer to general reserve	-	-
Final Dividend Paid	(2,199.20)	4,400.00
Transfer from OCI-Re-measurement of defined benefit obligations	(53.84)	(423.84)
Surplus carried to balance sheet and OCI	72,275.27	52,690.83
	74,528.31	56,666.99

DIVIDEND

Your Directors have recommended a dividend of ''6/- per equity share of nominal value of ''2/-each for the financial year 2022-23.

RESERVES

Your Directors have not transfer any amount to General Reserve for the year under review.

OPERATIONAL PERFORMANCE

During the year under review, your Company has registered turnover of ''95,359.84 Lakhs from EPC Business, ''1,087.93 Lakhs from the Energy (Power) business (continued operation) and 7,846.23 Lakhs from Energy (Power) business (discontinued operation) and also earned other

operating revenue of ''214.32 Lakhs. The profit after tax was at ''21,837.48 Lakhs.

SHARE CAPITAL

During the year under review, the Board of Directors of the Company at its meeting held on 11^th July, 2022, approved the buyback of equity shares, from the open market route through the stock exchanges, amounting to ''130 crores (maximum buyback size) at a price not exceeding ''325 per share (maximum buyback price). The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters / the Promoter Group of the Company) under the open market route through the stock exchange. The buyback commenced on 20^th July, 2022 and was completed on

19^th January, 2023. During this buyback period, the Company had bought back 23,80,981 (Twenty Three Lacs Eighty Thousand Nine Hundred Eighty One) Equity Shares at an average price of ''291.6878 (Rupees Two Hundred Ninety One and Six Eight Seven Eight Paise) per Equity Share. Accordingly, the Company had deployed ''69,45,03,158.10 for the buyback, which represents 53.4233% of the Maximum Buyback Size.

Post the Buyback of 23,80,981 equity shares, the equity share capital of the Company stood at ''21,52,38,038 consisting of 10,76,19,019 equity shares of ''2/- each as on 31^st March, 2023.

During the year 2023-24 the following projects were completed successfully:

1. Contract for Supply & Erection of materials /equipment with Mandatory Spares, Transportation including transit insurance on for Site basis of all the materials/ equipment and auxiliaries in all respect

on lumsum turnkey basis for 765/400 kV Substation at Lakadia and 765kV bay extension at Bhuj in the state of Gujrat.

2. Design, engineering, manufacturing, testing & supply of Materials / Equipment, transportation including transit insurance on FOTR site basis of all the material/ equipment and auxiliaries in all respect on turnkey basis for 2 No. 765kV at Lakadia Substation under LBTL Package.

3. Contract for Substation Package SS01 for Transmission Line Associated with Intrastate Transmission projects of Uttar Pradesh - Construction of 400/220 kV Rampur & 400/220/132 kV Sambhal GIS Substation (Rampur & Sambhal Project) through tariff based competitive bidding (TCBC) route.

4. Contract for Bay Extension of 400/220 KV Bay at CGPL, Mundra SS & extra bays at Lakhadia SS under JKTL.

5. Contract for Extension of 2 Nos. 400kV GIS sub-station and line bays at Jharkhand pool (Chandwa) for termination of 400kV Jharkhand Pool-Latehar D/C Line.

6. Contract for Extension of 400(GIS)/220(AIS) kV New Siliguri sub-station including installation of 1 no., 315MVA, 400/220/33kV, 3-phase transformer along with associated AIS/GIS bay equipment.

7. Substation Package -NAG-SS-01 including Transformer for (i) 132/33kV Longnak (New) s/s & (ii) 132/33kV Longleg (New) s/s under Transmission System for Nagaland State associated with NER Power System Improvement of PGCIL.

8. Contract for Construction of 220/132/33 KV (2x160 3x50) MVA, GSS at Asthawan, District Nalanda including Residential Quarters with Construction of 02 Nos. 220 KV Line Bays & 06 Nos. 132 KV Line Bays at remote end on Turnkey Basis under State Plan on turnkey basis under State Plan of Bihar State Power Transmission Co. Ltd.

9. Contract for Construction of 220 GIS Substations at Thalassery & Kunnamkulam on Turnkey Basis (KIIFB Funding).

10. Contract for Construction of 2 nos. 220kV bays at Nallalam, 2 Nos of 400 kV bays at Madakkathara and Automation & SCADA system at Madakkathara on Turnkey basis (PSDF Funding).

11. SS Package SS-34 for (i) Extension of 400Kv Kanpur S/s including 6 Nos. 400kV, Ohm, 1 Ph, Series Line reactors, (ii) Extension of 400kV Bhiwani S/s including 3nos. 400kV, 12 Ohm, 1Ph. Series Bus reactors & (iii) Extention of 400kV Hissar SS under Scheme to control fault level in Northern Region (Ph-II).

12. Construction of 2 Nos. of 765kV Line bays at Bhadla II PS for Sikar II- Bhadla II 765kV D/c line; and Construction of 2 nos. of 400kv Line bays at Neemrana substation for Sikar-II - Neemrana 400kV D/c line; associated with Transmission Scheme for evacuation of power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II part C through Tariff Based Competitive bidding (TBCB) route.

13. Entire scope of work including Design, Engineering, Manufacture, testing at Works, Supply on F.O.R. destination / site basis, Inland Transportation including F&I, unloading, storage, dismantling, erection

/ retrofitting, testing and commissioning of 220KV Switchyard Equipment for Kopili HE Power Plant (4X50MW), Dima Hasao, Assam, India.

14. Contract for Turnkey implementation of AMI for 2.0 Lakhs ( 1 Lakh in Jammu City 1 Lakh in Srinagar City ) with 5 years FMS including O&M for Power Development Department (PDD) of Government of J&K under PMDP.

15. Contract for 33/11KV Substation, Distribution Substation along with associated lines and related works in Srinagar Circle of Jammu & Kashmir under IPDS-Package-A.

16. Contract for 33/11KV Substation, Distribution Substation along with associated lines and related works in Srinagar Circle of Jammu & Kashmir under PMDP-Package-A.

The following projects are on-going and are

expected to be completed as per schedule:

1. Contract for the work providing all services

i.e. of Flue gas Desulphurization (FGD) system Package for Bokaro "A" Thermal Power Station, BTPS "A" (1x500 MW) located at Bokaro, Jharkhand.

2. Supply & Service Contract for Design, Engineering, Manufacture, testing at manufacturer''s work, supply of material/ equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey

basis Including design for civil works for establishment of 765/400KV GIS substation at Khavda and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat.

3. Supply & Service Contract for Design, Engineering, Manufacture, assembly and Testing at manufacturer''s work, packing & forwarding /dispatch, supply of material/equipment with mandatory

spares, transportation including transit Insurance on FOR site on lump sum turnkey basis Including design for civil works for 400/230KV Karur Pooling station along with 2 Nos. of 500MVA, 400/220KV Transformer & 2 Nos. of 125MVAr, 400kv Bus reactor for "Evacuation of Power from RE Sources in Karur / Tiruppur Wind Energy Zone (Tamil Nadu) (2500MW) and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat.

4. Contact for establishment of 2x500MVA, 400/220 kV GIS Substation at Kasargoda & Extension of 400kV Bays at Udupi.

5. Supply & Service Contract for SS Pkg SS-03 (Pkg-02) for Turnkey Contract Package of Design, Manufacturing, Supply, Erection, Testing & Commissioning of 220/33 kV, 50 MVA GIS Substation at Diskit (Nubra) Including staff Quarters

& associated facilities along with 220kV Line Bay at PGCIL''s existing GIS SS at Phyang, associated with Strengthening of Transmission system of LPDD (erstwhile JKPDD) under PMDP Scheme 15.

6. Supply & Service Contract for Materials/ Equipment/structures/Spares/etc. for the Construction of 220kV GIS Substation and associated works at Pathanamthitta and Kakkad on Turnkey basis (Sabari SS Package).

7. Establishment of New 220/132KV SS at Nangalbibra and associated bays as per RFP and subsequent amendments issued along with enquiry documents under the Nangalbibra Bongaigang Transmission Ltd (NBTL) being executed by Sterlite Power Transmission Ltd.

8. Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afghanistan Breshna Sherkat.

9. Supply & Service contract of 33/11KV Substations, Distribution substations along with associated lines and related works

on turnkey basis in Srinagar circle of UT of Jammu & Kashmir under Prime Minister''s Development package (PMDP)- Package-B.

10. Contract for Engineering, Procurement & Construction of Extension of Kara Substation & NEW 161/20 KV Substation at Mango in TOGO.

11. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.

During the year, the Company was successful

in bagging the following Major Orders:

1. Supply & Service Contract for GIS Substation Pkg SS-90: for (i) Extn. of 765/400KV Nizamabad GIS substation including 765kV Bus ducts, Bushing, 400kV GIS bays etc. under Augmentation of transformation Capacity in Southen Region;

(ii) (a) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 4^th ICT & (b) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 5^th ICT Under Transmission system for Tirunelveli and Tuticorin Wind Energy Zone (Tamil Nadu) (500MW) and

(iii) Extn. of 400kV Nizamabad GIS SS under Consultancy service to TSTRANSCO.

2. Construction of 400/220 KV Sub-Station at Dhardehi (Bilaspur) (upgradation of existing 220/132 KV substation Dhardehi) on turnkey basis against tender No TR-21/02 (Rfx No. - 8100022809).

3. Supply & Service Contract for substation Package SS01 for Construction of 400/220/132kV GIS Substation (New), Mohanlalganj, Lucknow, U.P. (including 125MVAR Bus Reactor) under "Construction of 400 /220/132kV GIS Substation, Mohanlalganj (Lucknow) with associated 400kV lines, and other 765kV & 400kV LILO lines at b765kV GIS Substation Rampur and 400kV LILO (Quad Moose on Monopole) at 400kV GIS Substation Sector 123 Noida" U.P. Intra state through Tariff based Competitive Bidding (TBCB) route.

4. (First Contract) Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kalisindh Thermal Power Project (KaTPP),

Unit# 1 & 2 (2X600MW) Jhalawar, District Jhalawar, Rajasthan, India (Second Contract) for providing three year Operational & Maintenance service for FGD.

5. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kota Super Thermal Power Station (KSTPS), Unit# 5 (1X210MW), 6 & 7 (2X195MW) Kota Rajasthan, India (Second Contract)

for providing three year Operational & Maintenance service for FGD.

6. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_1.

7. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_2.

8. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_3.

9. Supply & Service Contract for 220kV GIS Substation Package SS-75: for

(i) Extension of 220kV Drass (GIS) Substation & Extension of 220kV Alusteng (AIS) Substation under Transmission System Strengthening of Srinagar Leh Transmission System and (ii) Extension of drass and 66/11KV New Zojila East (GIS) S/S under consultancy service to NHDICL.

10. Establishment of new 2X500MVA, 400/220KV Substation at Xeldem as per RFP and subsequent amendments issued along with enquiry documents under the GOA Tamanar Transmission Project Limited (GTTPL) being executed by Sterlite Power Transmission Limited (herein after referred as "SPTL").

11. LOA for LOT-B Appointment of Advanced Metering Infrastructure (AMI) Implementing Agency for smart Metering for 2.5 Lakh Consumers in UT of Jammu & Kashmir on DBFOOT Basis" issued against RFP No GEM/2022/B/2393485 dated 04.08.2022.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee and present their observations before the Audit Committee.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.

The Audit Committee reviews the reports submitted by the Internal Auditors in its meeting.

SUBSIDIARIES & ASSOCIATES

Material Subsidiary:

Your Company doesn''t have any material subsidiary.

Non-material Subsidiary and Associates:

Your company has the following non-material non-listed subsidiaries namely:

Techno Infra Developers Private Limited;

Techno Green Energy Private Limited;

Techno Digital Infra Private Limited;

Techno Wind Power Private Limited;

Techno Data Center Limited;

Rajgarh Agro Products Limited; and

Techno AMI Solutions Private Limited (Formerly Jhajjar Power Transmission Private Limited)

Techno Electric Overseas Pte. Ltd.

(Incorporated on 16.02.2023 with Nil Paid up capital as on March, 2023)

Your company doesn''t have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on March 31, 2023. There has been no material change in the nature of the business of the subsidiaries, except Techno AMI Solutions Private Limited, which entered into the business of Advanced Metering Infrastructure and acquired by the company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements.

The Annual Reports of the subsidiary companies are not attached to the Annual report. However, the same be made available at the Registered Office / Corporate Office of the Company for inspection by members during working hours and also available at the website at http://www. techno.co.in. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report as required.

OUTLOOK AND OPPORTUNITIES

The power sector outlook seems positive in 2023 onwards mainly because of promising trends in innovation, investment and favourable policies etc. which can help the sector in fulfilling its mission of providing secure, reliable, clean and affordable power even though it is challenging. Inflation, high fuel costs, and supply chain snarls may keep electricity prices elevated, while extreme weather, cybersecurity threats, and the growth of variable renewables and distributed energy resources may continue to require innovative management to ensure grid reliability. Despite these challenges, new technologies and supportive policies could help opportunities in 2023 and help the industry achieve its goals.

The Environmental, Social and Governance (ESG) is gaining importance and momentum that insists reduction in Carbon Dioxide to protect the environment. It has become mandatory for Techno to take steps in this direction and report. Techno is actively participating in Flue Gas Desulfurization (FGD) projects and also bagged many prestigious projects to install FGD mechanism in coal based power plants which accounts for 98% SO₂ emission. The FGD market is expected to grow during next 3-4 years. The proposal by the Government to install 600 FGD units at thermal power plants with a combined capacity of 211.62 GW has created opportunity for Techno in this segment. The growing concern regarding environmental pollution and government actions to curb the same are the reason for growth in FGD market. India being a lead member of the Paris climate change deal has necessitated the increase in clean and green energy production and FGD will contribute to its commitment.

Another area where Techno is aggressively working is the Advanced Metering Infrastructure (AMI) solution provider. The Smart Meter National Program (SMNP) has set a target of replacing conventional electric meters with smart meters by 2025-26. The smart metering solutions is an important tool in power sector reforms. Techno''s futuristic vision and approach in this segment has enabled to bag many

prestigious orders and created new opportunity for the future.

Now, the Government is aggressively pushing the adoption of electric vehicle transportation system which has created vast opportunity in the Battery Energy Storage Solutions (BEES) segment. The electric vehicle production are increasing rapidly. Techno is exploring the opportunity in this energy storage segment which is the future of transportation in the Country and in the world.

Techno, apart from its core EPC segment is very optimistic about the new areas that are transforming the power sector and shall give all efforts to grab the opportunity in future.

LISTING OF SHARES

The equity shares of the Company are listed with BSE Limited (Code: 542141) and the National Stock Exchange of India Limited (Symbol: TECHNOE).

DIRECTORS

As on March 31, 2023, the Board consisted Five Independent (Non-Executive) Directors including one Woman Independent Director, One Managing Director (Executive), One Whole-time Director (Executive) and One Non-Independent Woman Director (Non-Executive). The present term of all Independent Directors is expiring at the ensuing Annual General Meeting (AGM) and appointment/re-appointment of Independent Directors, if any shall be intimated through the notice of AGM along with their profiles and other details as required.

(1) Appointment/ Reappointment and Resignation of Director

During the year under review, there is no change in the Board of Directors.

Developments after 31^st March, 2023:

The Tenure of majority of Independent Directors is expiring at the ensuing Annual General Meeting and if eligible and give their consent seeking re-appointment

shall be re-appointed subject to the approval of shareholders at the ensuing Annual General Meeting or through postal ballot as may be required. The profile and other details of independent directors seeking re-appointment as required shall be circulated to the members along with the Notice for seeking the approval of shareholders.

The current tenure of Mr. P P Gupta, Managing Director is expiring on 9^th August, 2023 and he has given his consent for re-appointment, subject to the approval of shareholders at the ensuing Annual General Meeting. The profile and terms of appointment of Mr. P P Gupta shall be circulated to the members along with the Notice.

The Board has appointed Mr. Anjan Dasgupta as an Independent Director, subject to the approval of shareholders at the ensuing Annual General Meeting.

The profile and other details of Mr. Anjan Dasgupta as required shall be circulated to the members along with the Notice for seeking the approval of shareholders.

(2) Director retiring by rotation seeking reappointment

Ms. Avantika Gupta, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be re-appointed by the shareholders.

A brief profile of Ms. Avantika Gupta is given below:

Brief Profile of Ms. Avantika Gupta:

Ms. Avantika Gupta, aged about 33 years residing at 34, Raja Santosh Road, Alipore, Kolkata-700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 7 years.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -

Mr. Padam Prakash Gupta, Managing Director,

Mr. Ankit Saraiya, Whole-time Director,

Mr. Pradeep Kumar Lohia, Chief Financial Officer;

Mr. Niranjan Brahma, Company Secretary and Compliance Officer.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act,

2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The declaration is attached with the report as a separate annexure.

MEETINGS OF DIRECTORS Board Meeting

During the year 2022-23, five meetings of the board of Directors of the Company were held. The details of the meetings of the board are available in the corporate governance report, which forms part of this report.

Independent Directors Meeting

The Independent Directors of the Company had met on March 13, 2023 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

The Board comprises Members having expertise in Technical, Banking and Finance.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. 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 board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act is available on Company''s website at http://www.techno.co.in.

NOMINATION AND REMUNERATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board comprises three directors as its

members with one independent director as its Chairman. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.

The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a Corporate Social Responsibility (CSR) Committee comprising of three independent directors and one nonexecutive director. The Committee acts as per the CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at http://www.techno.co.in. During the year, the Company was supposed to spend ''525.77 lakhs. It has spent ''385.84 lakhs towards CSR projects and transferred ''141.53 lakhs relating to the ongoing projects, to the Unspent CSR Account opened with a scheduled bank. The statement on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act''), is annexed to this report.

RISK MANAGEMENT

The Company has a Risk Management Committee comprising of three directors.

The purpose of risk management committee of the Board of Directors is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks.

The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company.

The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilization of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Company''s website at http://www.techno.co.in.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended March 31, 2023 is on a going-concern basis.

e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.

The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

VIGIL MECHANISM

The Company has established the vigil mechanism that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

AUDIT COMMITTEE

The Company has an Audit Committee in place with three independent directors and one non-independent director as its members. One independent director is the Chairperson of the Committee. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has in place a Stakeholders Relationship Committee comprising of three directors with one independent director as its Chairman. The Committee meets once in every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

The Company has not accepted any deposits from public or others during the year under Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014.

AUDITORS(1) Statutory Auditor

The Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants have audited the books of accounts of the Company for the Financial Year ended March 31,

2023 and have issued the Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers of the Auditors mentioned in the said Report.

(2) Secretarial Auditor

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board had appointed M/s. Babulal Patni, Company Secretary in Practice, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and they have conducted the audit and submitted the report which is annexed to this report. There are no qualifications or reservations or adverse remarks or disclaimers in the said secretarial audit report.

(3) Cost Auditors

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant of its energy (power) division.

The Board of Directors of the Company had appointed Mr. Saibal Sekhar Kundu, Cost & Management Accountant, as the cost auditors of the Company on the recommendation of the Audit Committee.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.

The Cost Audit for the year under review be conducted on time and the Report for the year ended March 31, 2023 will be forwarded to the Central Government within the statutory time limit.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 in the prescribed Form MGT-7 shall be available on the website of the Company at http://www.techno.co.in

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A sum of ''1,35,995/- being the unpaid / unclaimed final dividend for the year ended March 31, 2015 has been transferred to the Investor Education and Protection Fund on September 06, 2022 and a sum of ''2,33,265/-being the unpaid / unclaimed interim-dividend for the year ended March 31, 2016 has been transferred to the Investor Education and Protection Fund on April 18, 2023. The final dividend for the year ended March 31, 2016 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by October 05, 2023.

The Company has transferred 9,626 Equity shares to the Investor Education and Protection Fund in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 during the year 2022-23.

PARTICULARS OF EMPLOYEES

During the year, no employee of the company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

A Business Responsibility and Sustainability Report ("BRSR") is annexed and forms an integral part of the Annual Report.

The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct'' (NGRBC). This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No. F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The loans or guarantee given by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any investments beyond the limits prescribed under the aforesaid section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into contract or arrangement, if any with related parties during the year under review in compliance with the guidelines of its policy and the Act. The business transactions entered into with related parties have been disclosed, if applicable in the notes to the annual accounts which form part of the Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

A Committee with one Independent Member Ms. Shahida Hussain, who is a consultant on the subject, is in place for prevention and redressal of the grievances relating to sexual harassment. The Company organises workshop on regular intervals to spread awareness about the sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the Annual Report.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.

Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.

There has been no change in the nature of business of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

(P. P. Gupta)

Chairman

Place: Kolkata,

Date: August 14, 2023

Mar 31, 2018

To,

The members of

Techno Electric & Engineering Company Limited (Formerly - Simran Wind Project Limited)

The Directors take pleasure in presenting the 13th annual report, along with the audited accounts of the Company, for the year ended 31st March, 2018.

As members are aware that, the investment by the erstwhile Techno Electric & Engineering Company Limited (âTechnoâ or the âTransferor Companyâ), presented your Company an opportunity to actively pursue various synergies between Techno and your Company. A team comprising senior management personnel of Techno and your Company was constituted to advise on how best to exploit synergy benefits. Following a detailed study, the team advised that Techno be merged with your Company, in an effort to consolidate the businesses of your Company and Techno, creating a more competitive business, both in scale and scope of operations. Such a consolidation was aimed at optimising cost, revenue and capital synergies, leading to an overall enhancement in shareholder value, fulfilling the qualification criteria for bidding various projects. Accordingly, pursuant to a scheme of amalgamation sanctioned by the Honâble National Company Law Tribunal, Bench at Allahabad vide its Order dated 20th July, 2018, Techno was merged with your Company with effect from 1st April, 2017 (the âAppointed Dateâ). The Companyâs name changed to âTechno Electric & Engineering Company Limitedâ, as envisaged in the scheme of amalgamation and approved by the relevant authority.

In view of the amalgamation and appointed date being 1st April, 2017, and with a view to present the shareholders a transparent combined financial statement of the Companyâs business post-integration, the Board of Directors decided that the Company should present one single financial statement to the members commencing 1st April, 2017 and ending on 31st March, 2018.

Further, this Report and the relevant annexures have been prepared incorporating the relevant information and details of the transferor company, wherever considered necessary with an objective to present an integrated report, including the relevant information after 31st March, 2018 till date of the report.

FINANCIAL PERFORMANCE

Your Company as well as the Transferor Company have registered comparatively a better financial performance for the year ended 31st March, 2018, which are as follows:

Rs. In Lakhs

	Year ended 31st March 2018	Year ended 31st March 2017
Profit before finance cost and depreciation	33,107.27	12,920.77
Less : Finance Cost	2,354.88	2,140.08
Depreciation	4,236.15	3,747.38
Profit before tax	26,516.24	7,033.31
Provision for taxation	6,486.11	1,427.93
Profit after taxation	20,030.13	5,605.38
Balance brought forward from previous year	14,771.35	10,567.90
Balance acquired from Transferor Company	3,612.92	-
	38,414.40	16,173.28
Appropriations
Dividend paid during the year including DDT	-	1,401.93
Transfer to general reserve	15,000.00	-
Surplus carried to balance sheet and OCI	23,414.40	14,771.35
	38,414.40	16,173.28

DIVIDEND

Your Directors have decided to reinvest the surplus funds within the business and therefore, not recommended dividend for the financial year ended 31st March, 2018.

RESERVES

Your Directors have proposed to transfer Rs.15,000 lakhs to General Reserve for the year under review.

OPERATIONAL PERFORMANCE

During the year under review, your Company has registered and achieved turnover of Rs.1,17,337.08 lakhs from EPC Business and Rs.12,099.26 lakhs from the Energy Sale Business including other operating revenue of Rs.1,230.89 lakhs and profit after tax at Rs.20,030.13 lakhs. During the year, the Company had been successful in maintaining its Order Book at satisfactory level. Your Company has also successful in bagging another overseas order.

During the year 2017-18 the following projects were completed successfully:

1. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) substation and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region.

2. Turnkey contract for substation package SS01 for 765/400 kV Chittorgarh (New) substation and extension of 400 kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.

3. On-Shore Supply, Service and Off-Shore contract for substation package for STATCOM Installations at 400 kV Solarpur, 400 kV Satna & 400 kV Aurangabad in Western Region.

4. Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing all services of Switchyard Package for Tanda Thermal Power Project, Stage-II (2x660 MW) of NTPC Ltd.

5. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii) extension of 400 kV Tuticorin pooling station.

6. Construction of 4 Nos. 400 kV feeder bays for terminating 400 kV PGCIL lines at existing IEC:61850 compliant 400 kV GSS Chittorgarh including supply, erection, testing & commissioning of equipments / material and associated civil works of RRVPNL.

7. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.

8. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer) and Augmentation work at existing 400 / 220 kV GSS Akal (Jaisalmer) on turnkey basis (ADB funded).

9. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL.

10. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh substation extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line.

2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur substation with 2x50 MVAR Line Reactors.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

1. Contract for execution of 2 Nos. 765 kV bay at 765 kV D/C Darlipalli - Jharsugda line (NTPC Ckt.-1&2) at 765/400 kV Jharsugda (Sundergarh) Pooling Station under Transmission System associated with Darlipalli TPS.

2. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400 kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension of 400 kV & Construction of 220 kV (New) Indore Substation [including 2x500 MVA, 400/220/33 kV auto transformer] and (c) Extension of 400 kV & 220 kV Itarsi Substation [including 1x500 MVA, 400/220/33 kV auto transformer] under WRSS-XIV of PGCIL.

3. Contract for Supply and Service of Substation Package-SS02 for (i) 765 kV Vindhyachal Pooling Station Extension & 765 kV Jabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765 kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765 kV Solarpur Substation Extension & 400 kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.

4. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.

5. Contract for Supply and Service of Substation Package-SS02 (AIS) for (i) Extension of 400 kV Tuticorin substation under connectivity with Kundankulam 3 & 4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220 kV NP Kunta Substation (with 4 nos. of 220 kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220 kV NP Kunta Substation including supply of 1x500 MVA, 400/220 kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.

6. Substation Package SS01 for construction of 765/400 KV Bikaner (New) Sub-station (including supply of 765 KV Circuit Breaker and 400 KV Bus Reactor) and Extensions of 765 KV Ajmer Moga Sub-station associated with Green Energy Corridor ISTS-Part-D.

7. GIS Sub-station Package MEG-SS-02 for Meghalaya associated with NER Power System Improvement Project. i) 220/132/33 kV New Shillong (New) GIS, ii) 220/132 kV Mawngap GIS (Upgrade), iii) 220 kV Byrnihat AIS (Extn)].

8. GIS Sub-station Package-SS01 for Extension of 765 kV (i) 765 kv 400 kv GIS s/s at Jharsuguda S/s.(ii) 765 kv outdoor GIS (bus-section) at Jharsuguda S/S (iii) Extn. of 400 kv Jharsuguda GIS S/S under POWERGRID works associated TBCB Line under Common Transmission System for Phase-II Generation Projects in Odisha.

9. Substation package for STATCOM installations at:

i) 400 kV Lucknow and 400 kV Nalagarh substations under installation of STATCOMs in northern region; and

ii) 400 kV Gwalior substation under installation of STATCOMs in Western Region.

10. Contract for Supply & Services for Construction of IEC:61850 complaint 400 kV Grid Substation at Jodhpur (New), Kankani of RRVPNL

11. Substation Package - SS02 for i) 765 kv Champa Pooling station, ii) Extension of 765/400 kV Dharmjaygarh Substation (including 1 no. 125 MVAR, 420 kV Bus Reactor), iii) 765/400 kV Raigarh (Kotra) Pooling Station (including 1 no. 125 MVAR, 420 kV Bus Reactor) under WRSS-18,

iv) Extension of 765 Kv Indore station :

v) 400 kV Rajgarh Substation (including 1 no. 63 MVAR, 420 kV Reactor) under Khargaon TPS & vi) Procurement of 1 No. 50 MVAR, 420 kV Spare Reactor along with associated NGR & SA at ITARSI substation.

12. Contract for Rural Electrification work of Dhanbad Package comprising of Dhanbad, Bokaro & Ramgarh District in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUJY) of Jharkhand Bijli Vitran Nigam Ltd.

During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:

1) Installation, testing and commissioning of 400/220 kV, 7X167 MVA Substation at New Kohima associated with North Eastern Region Strengthening Scheme-VI (NERSS-VI) of Kohima-Mariani Transmission Limited.

2) Contract for Substation package-SS02 for (i) Ext. of 400 kV (AIS) / 220 kV(GIS) Gaya S/S (including 1 No. 500 MVA ICT) & 400 kV (GIS)/220 kV (AIS) New Siliguri S/S associated with Eastern Region strengthening Scheme-XVII (Part-B) & (ii) Extn. of 400 kV Kishanganj GIS under HEPâs for Bhutan (iii) Extn. of 400 kV Kishanganj GIS under HEPâs for Bhutan and (iv) Transmission line part for Muzaffarpur D/C line under Line bays at Muzafarpur for Muzafarpur - DALKHEBAR 400 KV D/C Line of PGCIL.

3) Contract for Rural Electrification work of Chatra Package comprising of Chatra Districts in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUGJY) of Jharkhand Bijli Vitran Nigam Limited.

4) Substation Package-NAG-SS-01 including Transformer for (i) 132/33 kV Longnak (New) s/s & (ii) 132/33 kV Longleng(New) s/s under Transmission System for Nagaland State associated with NER Power System Improvement of PGCIL.

5) Construction of 230 kV GIL Line VAT at PGCIL, Tirunelveli Substation for Suzlon Power Infrastructure Ltd.

6) Contract for Supply, Erection of material / equipment for (i) 440/220 kV Substation at Ramadugu, Karimnagar (ii) 2 Nos. 400 kV Quad bays at 400/220/132 kV Substation at Narsapur, Medak District on Turnkey basis of Transmission Corporation of Telangana Limited.

7) Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afganistan Breshna Sherkat.

8) Establishment of 230 kV GIS bay - 1 No. at PGCIL substation, Tirunelveli for SIEMENS Gamesha.

Energy Sale Business:

During the year, the Company sold 247.95 million units of energy (power), earning revenue of Rs.12,099.26 lakhs.

Material Changes and Commitments

No material changes have occurred subsequent to the close of the financial year of the Company, to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company, except the sanction of the Scheme of Amalgamation as mentioned above and preparation of financial statements of the resultant merged entity.

Significant and material Orders by Regulators

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

Internal Financial Control

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.

SUBSIDIARIES & ASSOCIATES Material Subsidiary:

Your Company doesnât have any material subsidiary.

Non-material Subsidiary:

Your Company has the following non-material non-listed subsidiaries namely: Techno Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy Private Limited and Techno Wind Power Private Limited and one Associate Company namely, Patran Transmission Company Ltd. (PTCL). All the above-mentioned subsidiaries and associates have become as such by virtue of the Amalgamation.

The Annual Reports of the subsidiary companies are not attached to the Annual report; however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours and at the website at www.techno.co.in. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report in compliance with the general circular.

OUTLOOK & OPPORTUNITIES

Power being one of the critical components of infrastructure is crucial for the economic growth and welfare of the nation. To achieve sustained growth, the existence and development of adequate infrastructure is essential for a Country like India. Indiaâs power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is underway. Achieving nationwide electrification is a big challenge, no matter whether it is through either source of energy. Utilities typically cannot afford to buy more expensive power generation when demand is high, which leads to regular blackouts.

Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indiaâs focus on attaining âPower for allâ has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

The Government of India has identified power sector as a key sector of focus so as to promote sustained industrial growth. Accordingly, it has released its roadmap to achieve 175 GW capacity in renewable energy by 2022, which includes 100 GW of solar power and 60 GW of wind power. The governmentâs immediate goal is to generate two trillion units (kilowatt hours) of energy by 2019 to provide 24x7 electricity for residential, industrial, commercial and agriculture use.

Techno, being a major player in project implementation segment in the power sector is well placed at present and prepared itself for future challenges in the power sector. Techno, with its capability shall capitalise on the opportunities that may come on its way.

DIRECTORS

The Board of Directors of the Company has been reconstituted post integration of business pursuant to amalgamation and all the Directors of the transferor company, who were not on the Board of the Company have been inducted. At present, the Board has Five Independent (Non-Executive) Directors, One Managing Director (Executive), One Whole-time Director (Executive) and One NonIndependent Woman Director (Non-Executive).

New Appointment

The Following Directors have been appointed on 25th July, 2018:

1. Shri Padam Prakash Gupta (DIN:00055954), Additional Director (Executive)

2. Shri Kotivenkatesan Vasudevan, (DIN:00018023), Additional Independent Director

3. Shri Kadenja Krishna Rai, (DIN: 00629937), Additional Independent Director

4. Shri Krishna Murari Poddar, (DIN: 00028012), Additional Independent Director

5. Dr. Rajendra Prasad Singh, (DIN:00004812), Additional Independent Director

The appointments of all the Directors mentioned above are subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. Apart from the above, the appointment of Mr. Samarendra Nath Roy as an Independent Director for a further period of five years be placed before the shareholders for approval at the ensuing Annual General Meeting.

Appointment of Managing Director

Shri Padam Prakash Gupta who was managing director of the transferor company and given consent to be the managing director of the Company, has been appointed as managing director of the Company by the Board of Directors on 10th August, 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Profile of Directors seeking Appointment

Shri Padam Prakash Gupta, Managing Director, aged about 69 years is a Bachelor in Engineering and a Post Graduate in Business Management from the Indian Institute of Management, Ahmedabad. He was associated with the Planning Commission, Govt. of India as a Financial Analyst and Management Consultant, deputed to Bharat Heavy Electricals Limited and as an Advisor in the Merchant Banking Division of the erstwhile ANZ Grindlays Bank, Kolkata.

Shri K. Vasudevan, Director, aged about 78 years is a Bachelor of Engineering (Electrical) and a Fellow member of the Institute of Engineers and Institute of standard Engineers and is associated with as Chairman of Green Business Centre for the Southern region. He is a member of the National Committee on Power of CII and was the past President of Indian electrical and Electronics Manufacturers Association.

Shri Kadenja Krishna Rai, Director, aged about 73 years is a Bachelor of Arts and member of C.A.I.I.B. He is a retired banking professional having 43 years banking experience and had held important portfolios. He was the Executive Director of Allahabad Bank from 2001 to 2004.

Shri Krishna Murari Poddar, Director, aged about 72 years is a Commerce Graduate. He is a renowned Industrialist and has more than 48 years of vast experience.

Dr. Rajendra Prasad Singh, Director, aged about 69 years is a Post Graduate in Mechanical Engineering from BHU, Ex. Chairman & MD of Power Grid Corporation of India Ltd. In his career of more than 38 years, he has served TISCO, NTPC and POWERGRID. He has been conferred with many awards notably SCOPE Award for Excellence & outstanding contribution to the Public Sector Management, Degree of Doctor of Science (Honoris Causa) by BHU, Power Delivery Product Champion Award by Electric Power Research Institute (EPRI) USA and Green Award by World Bank. Dr. Singh is associated with bodies like CIGRE - Paris; CIGRE - India; World Energy Council - USA; Indian National Academy of Engineering (INAE).

Shri Samarendra Nath Roy, Director, aged about 74 years is a Bachelor of Engineering (Electrical) from Indian Institute of Technology (IIT), Kharagpur. He started his career with Indian Oil Corporation (IOC) as management trainee and thereafter joined Bharat Heavy Electricals Limited (BHEL) in 1978 and retired as Executive Director in the year 2003.

Resignation of Directors:

Shri Pradeep Kumar Lohia, Director (DIN:00056706), has resigned from the office of the Board w.e.f. 10th August, 2018 consequent upon the amalgamation and integration of business. The Board has placed on record its sincere appreciation and gratitude for contributions made by him during his tenure as Director.

Director retiring by rotation seeking reappointment

Ms. Avantika Gupta, Non-Independent NonExecutive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be re-appointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:

Ms. Avantika Gupta, aged about 28 years residing at 2B, Hastings Park Road, Block - C, Alipore, Kolkata - 700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 4 years.

Statement on declaration by independent directors

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which regulation shall be applicable on the Company, post listing of the shares. The declaration is attached with the report as a separate annexure. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 shall be issued and disclosed on website of the Company viz. www.techno.co.in, after approval of shareholders is obtained at the ensuing Annual General Meeting.

MEETINGS OF DIRECTORS Board Meeting

During the year 2017-18, five meetings of the board of the Company and six meetings of the Board of the Transferor Company were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Independent Directors Meeting

The Independent Directors of the Company had met on 8th February, 2018 and the Independent Directors of the transferor company had met on 9th February, 2018 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.

Board Evaluation

The board of directors of the transferor company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ) and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act is available on Companyâs website at www. techno.co.in.

Chief Financial Officer (CFO)

Shri Pradeep Kumar Lohia, a Chartered Accountant with more than 26 years of experience in the field of Finance and Accounts was appointed as the Chief Financial Officer (CFO) of the Company on 10th August, 2018 on recommendation of the Nomination and Remuneration Committee.

Key Managerial Personnel (KMP)

Shri Ankit Saraiya, Wholetime Director and Shri Niranjan Brahma, Company Secretary have been appointed as the Key Managerial Personnel with effect from 25th July, 2018 and Shri Padam Prakash Gupta, Managing Director and Shri Pradeep Kumar Lohia, Chief Financial Officer (CFO) have been appointed as the Key Managerial Personnel of the Company on 10th August, 2018 pursuant to Section 203 of the Act.

Profile of Key Managerial Personnel

Shri Ankit Saraiya, aged about 32 years is a Bachelor of Science (Corporate Finance & Accounting) with Minor in Computer Information Systems from Bentley University in Waltham, Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more than 9 years in the related field.

Shri Niranjan Brahma aged about 48 years residing at 772, Jessore Road, 3rd Floor, Green Park, Block -A, Kolkata - 700055 is a Company Secretary, having knowledge and experience of more than 21 years in the Secretarial and Legal work, including as Company Secretary of the Transferor Company.

Shri Pradeep Kumar Lohia aged about 54 years residing at âUjaas The Condoville, Block1, Flat402, 69 S.K Deb Road, Lake Town, North 24 Parganas, Kolkata, 700048, is a Chartered Accountant with sound financial and commercial knowledge and experience of more than 26 years in the related field.

The profile of Shri Padam Prakash Gupta, Managing Director is already mentioned in the report under Directors profile.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Companyâs state of affairs and profit at the end of the financial year, and applied them consistently;

c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Companyâs assets and for preventing and detecting fraud and other irregularities;

d) That the accounts for the period ended 31st March, 2018 is on a going-concern basis.

e) That proper internal financial control has been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The Nomination and Remuneration Committee of the Board was reconstituted on 25th July, 2018 comprising of three independent directors. The Committee has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. The Committee at their meeting held on 10th August, 2018 had recommended the appointment, remuneration and terms and conditions of Shri Padam Prakash Gupta (DIN: 00055954) as managing director and Shri Pradeep Kumar Lohia as Chief Financial Officer of the Company. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Committee was reconstituted by the Board comprising of two independent directors and one non-executive director. The committee has formulated the CSR Policy and the same has been adopted by the Board of Directors. The erstwhile transferor company has spent Rs.3.94 crores during the year 2017-18 on various activities, including building of schools, providing solar energy powered electricity, in rural areas and donated Rs.1.50 crores to Indian Institute of Management, Ahmedabad, which contribution is coming under item (v) of Schedule VII (i.e. protection of National heritage, including restoration of buildings of historical importance and works etc. and also contributed Rs.1.50 crores to Smile Foundation which is engaged in empowering women and educating underprivileged children and other facilities in remote villages, which contribution is coming under item (iii) of Schedule VII.

A detail report on the CSR activities and expenditures is annexed to this report. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

The Company has constituted a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

VIGIL MECHANISM

The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, the transferor company had adopted and in place a dividend distribution policy, which your Board has decided to adopt in true spirit. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company. The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilisation of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Companyâs website at www.techno.co.in.

AUDIT COMMITTEE

The Company had an Audit Committee in place which was reconstituted with three independent directors as its members post reconstitution of the Board. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted comprising of three directors with one independent director as its Chairperson. The Committee shall meet once in every quarter to look after the Grievances of Stakeholders. The Company shall also apply and register with SCORES the investor compliant/grievance platform to facilitate the stakeholders to register their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from public or others during the year under review.

AUDITORS

The present Auditors, M/s. Singhi & Co., Chartered Accountants who was appointed for 5 years from the financial year 2017-18, are eligible to continue as Statutory Auditors for the financial year 2018-19 and have conveyed their eligibility and willingness to continue.

AUDITORS REPORT

The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended 31st March, 2018.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor, Sushil Tiwari & Associates, Company Secretary have carried out the Secretarial Audit for the year ended 31st March, 2018 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.

COST AUDIT

The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2016-17 to the Board during the year under review. The Cost Audit for the year under review is conducted on time and the Report for the year ended 31st March, 2018 will be forwarded to the Central Government within the statutory time limit.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an extract of the annual return in the prescribed format is attached to this report.

CHANGE IN SHARE CAPITAL Authorised

Pursuant to the scheme of amalgamation, the Authorised Capital of the Company was increased to Rs.3,60,00,00,000, comprising 1.39.99.00.000 equity shares of Rs.2 each and 8.00.20.000 preference shares of Rs.10 each.

Allotment

Pursuant to and as envisaged in the scheme of amalgamation, 11,26,82,400 equity shares of Rs.2 each, of the Company, were allotted as fully paid-up and without consideration being paid, to the shareholders of the Transferor Company in the ratio of 1 equity share of the Company for every 1 equity share held by them in the Transferor Company.

Cancellation

Further, 89,10,56,331 equity shares of Rs.2 each in the capital of the Company held by the Transferor Company were cancelled pursuant to the amalgamation, because the Transferor Company was the 100% holding company of the Company.

LISTING OF SHARES

Pursuant to and as envisaged in the scheme of amalgamation, 11,26,82,400 equity shares of the Company allotted to the shareholders of the Transferor Company are to be listed in the Stock Exchanges viz., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company is in the process of making application to the stock exchanges for the same, as on the date of this report.

CHANGE OF NAME

Pursuant to and as envisaged in the scheme of amalgamation, the name of the Company was changed to âTechno Electric & Engineering Company Limitedâ.

INVESTOR EDUCATION AND PROTECTION FUND

The Transferor Company has transferred a sum of Rs.2,19,552/- being the unpaid / unclaimed dividend for the year ended 31st March, 2010 to the Investor Education and Protection Fund on 27th October, 2017 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended 31st March, 2011 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by 30th September, 2018.

There is no unpaid / unclaimed dividend of the Company, except as mentioned above, that required to be transferred to the IEPF.

The Transferor Company has also transferred 67,640 number of shares on which the dividend has been remained unpaid/ unclaimed for a continuous period of seven years in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

PARTICULARS OF EMPLOYEES

Pursuant to the Scheme of Amalgamation, all the employees of the Transferor Company be transferred to the Company with same terms and conditions of employment and without any interruption in service.

During the year, no employee of the transferor company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of said employees pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

DISCLOSURE REQUIREMENTS

The SEBI Listing Regulations, Guidelines shall be applicable on the Company on listing of the shares. However, the transferor company had complied with all the requirements of the listing obligations and disclosures. A corporate governance report with certificate from a practicing company secretary thereon and management discussion and analysis are attached, which form part of this report.

A Business Responsibility Report (BRR) as was applicable to the transferor company pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 read with Circular No. SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December, 2015, is annexed as part of the Annual Report.

CORPORATE GOVERNANCE

Since the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was applicable to the transferor company, a report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Rai & Associates, Membership No.F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report. The Company shall also comply with the aforesaid regulation and implement.

PARTICULARS OF LOANS AND GUARANTEES

The Company and the transferor company have not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and not made any investments beyond the limits prescribed under the aforesaid section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties during the year under review in violation of its policy or the Act. The business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Companyâs bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors

Place: Kolkata (P. P. Gupta)

Date: 10th August 2018 Chairman

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