Directors Report of Technocraft Industries (India) Ltd.
Mar 31, 2023
Your Directors have pleasure in presenting,Thirty-First Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31,2023.
|
(Rs. in Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
1,82,509.02 |
1,66,690.09 |
1,98,453.19 |
1,91,110.50 |
|
Other Income |
5,139.82 |
4,386.52 |
5,036.81 |
4,744.60 |
|
Total Income |
1,87,648.84 |
1,71,076.61 |
2,03,490.0 |
1,95,855.10 |
|
Earnings before Interest, Depreciation and Tax (EBITA) |
32,387.03 |
36,422.84 |
45,372.27 |
44,425.80 |
|
Less: Finance costs |
2,251.96 |
1,662.92 |
2,793.22 |
2,127.09 |
|
Depreciation |
5,359.51 |
5,526.12 |
6,401.54 |
6,291.36 |
|
Profit before tax from continuing operations |
24,775.56 |
29,233.80 |
36,177.51 |
36,007.35 |
|
Less: Tax expense |
6,131.97 |
7,048.60 |
8,723.24 |
8,550.48 |
|
Profit after tax from continuing operations |
18,643.59 |
22,185.20 |
27,454.27 |
27,456.87 |
|
Net profit / (loss) for the period from discontinued operations after tax |
374.16 |
(11.78) |
374.16 |
(11.78) |
|
Net profit / (loss) for the period from continuing & discontinued operations after tax |
19,017.75 |
22,173.42 |
27,828.43 |
27,445.09 |
|
Add: Other comprehensive income |
19.91 |
(215.88) |
-569.56 |
(378.1) |
|
Total comprehensive income carried to other equity |
19,037.66 |
21,957.54 |
27,258.87 |
27,066.99 |
During the Financial Year under review, no dividend was declared. The Company has adopted the Dividend Distribution Policy which is available on https://technocraftgroup.com/pdf/Dividend_Distribution_Policy_TIIL.pdf
During the Financial Year the Company has completed buy- back of 15,00,000 fully paid-up equity shares of face value of '' 10/- each at a price of '' 1,000/- per Equity Share through the tender offer process, on February 21,2023 pursuant to the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, and the Companies Act, 2013.
During the year '' 150 Crores is proposed to transfer from General Reserve to Capital Redemption Reserve. After the said adjustment as on March 31,2023 General Reserve is '' 12,007.44 Lakhs.
The closing balance of the reserve and Surplus of the Company for financial year 2023, after all appropriation and adjustments was ''1,15,591.83 Lakhs.
During the year under review the Company has closed the year with total standalone revenue of ''1,82,509.09 Lakhs is up by 9.49%. On Consolidated basis the total revenue is ''1,98,453.19 Lakhs, which is up by 3.84%.
Standalone EBITDA stood at ''32,387.03 Lakhs, compared to ''36,422.84 Lakhs, of previous year. Consolidated EBITDA improved to ''45,327.27 Lakhs compared to ''44,425.80 Lakhs, which is up by 2.13%.
The Company is a multi-product manufacturing company it manufactures high precision and sophisticated products, mainly for discerning worldwide markets. The Company enjoys a significant position in five main business industries viz., Drum Closures, Scaffolding systems, Cotton Yarn, Fabric, Garments and Engineering Services.
The product line of the Company expands beyond Drum Closures into Scaffolding and 100% Cotton Yarn, Fabric and Garments.
The Cotton Yarn division uses the most modern equipment to manufacture its product assuring world-class quality to its customer. Technocraft is certified ISO 9001:2000 for its Cotton Yarn division.
The Company has diversified operations and manufacturing including, vertically Integrated Textile division of manufacturing of Yarn, Fabric, Garments, it has facility of producing cotton yarn, melange yarn, also having facility of knitting, dyeing and printing and garmenting.
The Drum Closures, Scaffolding, Yarn & Garment divisions are located at Murbad, District Kalyan, Maharashtra and one Yarn Manufacturing Unit is located at Amravati, Maharashtra. The Company is also having manufacturing facility of drum closures and scaffolding at China.
Employee Stock Option Scheme (ESOP)
Your Company does not have any Employee Stock Option Scheme (ESOP).
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this Report.
Statutory Auditors of the Company is M/s. M. L. Sharma & Co.,Chartered Accountants, Mumbai.
At the 30th Annual General Meeting of the Company, M/s. M. L. Sharma & Co.,Chartered Accountants, was appointed as the Statutory Auditors of the company, to hold office for a term of five consecutive years from the conclusion of the 30th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.
The Auditorsâ Report to the Members on the Accounts of the Company for the financial year ended March 31,2023 does not contain any qualification, reservation or adverse remark.
Secretarial Audit for the financial year 2022-23 was conducted by M/s Pramod Jain & Co, Company Secretaries in practice in accordance with the provisions of Section 204 of the Act. The secretarial auditorâs report is attached to this report as Annexure-II. There are no qualifications or observations or remarks made by the secretarial auditor in his report.
In compliance with the provisions of Section 148 of the Act, the Board of Directors of the Company at its meeting held on May 29, 2023 has appointed M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year 2023-24.
The Company has made and maintained the cost records for the Financial Year ended March 31, 2023, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the said cost records were audited by M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company.
In terms of the provisions of Section 148 (3) of the Act read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution shall be proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2023-24.
Particulars of Loans. Guarantees or Investments
Particulars of loans, guarantees and investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the standalone financial statements, forming part of the Annual Report.
Also, pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (hereinafter as the âSEBI Listing Regulationsâ), particulars of loans/ advances given to subsidiaries have been disclosed in the notes to the standalone financial statements, forming part of the Annual Report.
Subsidiaries Companies. Associate Companies and Joint Ventures:
As on March 31,2023 there were 20 subsidiaries of the Company:
1. Technosoft Engineering Projects Limited (âTEPLâ)
2. Technocraft Tabla Formwork Systems Private Limited
3. Techno Defence Private Limited
4. Shivale Infraproducts Private Limited
5. Technocraft Fashions Limited
6. Technocraft Textiles Limited
7. Technocraft Formworks Private Limited (Previously known as Technomatic Packaging Private Limited)
8. Technocraft Specialty Yarns Limited
Direct foreign subsidiaries:
9. Technocraft International Limited, UK (WOS of the Company) (âTIL-UKâ)
10. Technocraft Trading Spolka Zoo, Poland (WOS of the Company)
11. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)
12. Technocraft NZ Limited, New Zealand (WOS of the Company)
Step down subsidiaries:
13. Technosoft Engineering, Inc, USA (WOS of TEPL) (âTEI-USAâ)
14. Technosoft Engineering UK Ltd, UK, (WOS of TEPL)
15. Technosoft GMBH, Germany, (Subsidiary of TEPL)
16. Technosoft Integrated Solutions Inc, (Subsidiary of TEPL) w.e.f 16/11/2022.
17. Highmark International Trading FZE, UAE (WOS of TIL-UK) (âHITF-UAEâ)
18. AAIT / Technocraft Scaffold Distribution LLC, USA (Subsidiary of TIL-UK).
19. Technosoft Innovations INC, USA (WOS of TEI-USA)
20. Technosoft Services, INC,USA (WOS of TEI-USA)
During the year under review Technocraft Specialty Yarns Limited and Technosoft Integrated Solutions Inc. Canada, have become the new subsidiaries. Financials of Technosoft Integrated Solutions Inc. are not consolidated into the consolidated financial statement for the current financial year ended on 31.03.2023.
During the Financial Year under review, your Company had one joint venture namely, Benten Technologies LLP as 50:50 percentage.
Except the above no other company has become/ceased to be a subsidiary, joint venture or associate during the financial year 2022-23.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of the subsidiary in the prescribed form AOC-1 is annexed to the Annual Report the financial statements of the subsidiaries
are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.technocraftgroup.com under the Investors Section.
As required under Rule 8 of the Companies (Accounts) Rules, 2014 the highlights of performance of subsidiaries and their contribution to the overall performance of the company during the period are duly explained in the form AOC-1 read with consolidated financial statement, annexed to the Annual Report.
The Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of the Company i.e. www.technocraftgroup.com and can be accessed at http://www.technocraftgroup.com/pdf/Policy-For-Determining-Material-Subsidiary-Companies.pdf
Consolidated Financial Statements
Your directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.
In accordance with the Section 129(3) of the Act, the audited consolidated financial statements are provided in this Annual Report.
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations.
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s. Pramod Jain & Co. Company Secretaries, confirming compliance forms an integral part of this Report.
The Annual Report of the Company contains a certificate by the Chief Executive Officer in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel and a Certificate by M/s. Pramod Jain & Co. Company Secretaries, who have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return of the Company is/ shall be available on the Companyâs website on http://technocraftgroup.com/Annual-Return.aspx
During the financial year the Company has bought back 15,00,000 Equity Shares of '' 10/- each after considering the same as on March 31,2023 the Share Capital of the Company is '' 22,96,16,870/- consisting of 2,29,61,687 Equity Shares of '' 10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Act, Mr. Sudarshan Kumar Saraf, Co-Chairman and Managing Director and Mr. Navneet Kumar Saraf, CEO and Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6)of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.
Details of the director seeking appointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the annexure to the explanatory statement to the notice.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Sharad Kumar Saraf, Chairman & Managing Director,Mr. Sudarshan Kumar Saraf,Co-Chairman & Managing Directors, Mr. Navneet Kumar Saraf, CEO & Whole-time Director, Mr. Ashish Kumar Saraf, Whole-time Director & Chief Financial Officer, Mr. Atanu Choudhary, Whole-time Director and Mr. Neeraj Rai, Company Secretary of the Company. There was no change in the Key Managerial Personnel during the period under review.
The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2023 are mentioned in the Corporate Governance Report, forming part of this report.
Meetings of the Board of Directors
The Board of Directors of your Company met 4 (four) times during 2022-23. The Meetings were held on May 27, 2022, August 10, 2022, November 14, 2022 and February 8, 2023. The time gap between any two consecutive meetings are in compliance with the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on March 31, 2023 the Audit Committee comprised of five Independent Directors namely Mr. Vinod Agarwala (Chairman), Mr. Aubrey Rebello, Mr. Jagdeesh Mal Mehta, Mr. Vishwambhar C. Saraf and Ms. Vaishali Choudhari, all the recommendations made by the Audit Committee were accepted by the Board.
Whistle Blower Policy/ Vigil Mechanism
In Compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations the company has a Whistle Blower Policy (the âWB Policyâ) with a view to provide vigil mechanism to directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The WB Policy also states that this mechanism should also provide for adequate safeguards against victimization of director(s)/ employees who avail of the mechanism and also provide for direct access to the chairman of the audit committee in exceptional cases. The whistle blower policy has been posted on the website of the company at the link http://www.technocraftgroup.com/pdf/ Whistle-Blower-Policy.pdf.
Nomination and Remuneration Committee
As on March 31,2023, the Nomination and Remuneration Committee comprised of five Independent Directors namely Mr. Vishwambhar C. Saraf - (Chairman), Mr. Vinod Agarwala, Mr. Jagdeesh Mal Mehta, Ms. Vaishali Choudhari and Mr. Aubrey Rebello, members of the committee.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company is attached to the Boardâs Report as Annexure-III.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Act a Corporate Social Responsibility (CSR) Committee was constituted. As at March 31,2023, the CSR Committee comprised of two Executive Directors and one Independent Director namely Dr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Ms. Vaishali Choudhari.
Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.technocraftgroup. com and also attached to this Report as Annexure-IV.
The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended March 31,2023 is attached to this Report as Annexure-V.
Risk Management Committee (RMC)
Pursuant to Regulation 21 of SEBI LODR Regulation 2015 a Risk Management Committee (RMC) was constituted. As at March 31,2023, the RMC Committee comprised of two Executive Directors and one Independent Director namely Dr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Mr. Vishwambhar C. Saraf.
Transfer of unclaimed / unpaid dividend to Investor Education and Protection Fund (IEPF)
In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as âIEPF Rulesâ) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of dividends declared upto the financial year ended March 31, 2016 have been transferred to the IEPF. The details of the unclaimed dividends so transferred are available on the Companyâs website, www.technocraftgroup.com and in the website of the Ministry of Corporate Affairs at www.mca.gov.in
In accordance with Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat account of the IEPF Authority. Accordingly, all the shares in respect of which dividends were declared upto the financial years ended March 31, 2016 and remained unpaid or unclaimed were /will be transferred to the IEPF. The details of such shares transferred have been uploaded in the Companyâs website www.technocraftgroup.com.
The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form IEPF -5 (available on www.iepf.gov.in)
Particulars of contracts or arrangements with related parties
All related party transactions entered during the year were in the ordinary course of business and on an armâs length basis.
All transactions with Related Parties are placed before the Audit Committee as also before the Board for approval, if required. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The statement is supported by a certificate from the CFO.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companyâs website and can be seen at the link https://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf
All transactions entered into with related parties during the year were on armâs length basis and were in the ordinary course of business. The details of the material related party transactions entered into during the year as per the policy on Related Party Transactions approved by the Board have been reported in Form AOC-2 annexed to the Directorsâ Report as Annexure-VI.
Further the details of the transactions with related parties are provided in the Companyâs financial statements in accordance with the Accounting Standards.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on website of the Company at the link:http://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf
Particulars of Employees and other additional information
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,form part of this Report and are annexed as Annexure-VII.
The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013,the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.
Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place a structured risk management policy. The Risk management process is designed to safe guard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Act and Regulation 17 of the SEBI Listing Regulations, annual Performance Evaluation of the Directors as well as of the Committees of the Board has been carried out, same has been explained in detail in the Corporate Governance Report, enclosed herewith.
During the financial year under review, the Independent Directors of the Company met on February 8, 2023 inter-alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.
iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Directorsâ Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Act, your Directors based on the representation/confirmation received from the Chairman and from the Chief financial Officer, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date.
c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are operating effectively.
f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.
Requirement of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, no cases were received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Material changes & commitment if any. affecting financial position of the Company from the end of financial year till the date of the report.
There have been no material changes and commitments, if any, 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 this Report.
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.
Familiarization Programmes for Board Members
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.
All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the SEBI Listing Regulations, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Companyâs management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.
The details of such familiarization programmes for Independent Directors of the Company are posted on the website of the Company http://www.technocraftgroup.com/pdf/Details-of-the-familiarization-programmes-imparted-to-independent-directors.pdf
Pursuant to Section 118(10) of the Companies Act, 2013 the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
Significant and material Orders passed by the Regulators/Courts. if any
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.
Business Responsibility Report
The âBusiness Responsibility Reportâ (BRR) of the Company for the year ended March 31, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-VIII.
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:
⢠Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
⢠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.
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Bank, Central and State Governments, the Companyâs valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
Registered Office: For and on behalf of the Board of Directors
Technocraft House, A-25, Road No. 3,
MIDC Industrial Estate, Andheri (East),
Mumbai 400093.
CIN: L28120MH1992PLC069252 Dr. Sharad Kumar Saraf
www.technocraftgroup.com Chairman & Managing Director
DIN 00035843
Place: Mumbai Date: May 29, 2023
Mar 31, 2018
BOARD''S REPORT
To,
The Members,
The Directors have pleasure in present, twenty sixth Annual Report on the business and operations of the Company together with the audited accounts for the Financial Year ended March 31, 2018.
Financial highlights
(Rs, In Lakhs)
|
Particulars |
Stanc |
alone |
Conso |
idated |
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from Operations |
101,390.12 |
87,173.49 |
118,795.44 |
94,370.21 |
|
Other Income |
4,617.14 |
3,557.86 |
5,206.68 |
4,122.67 |
|
Total Income |
106,007.26 |
90,731.35 |
124,002.12 |
98,492.88 |
|
Earnings before Interest, Depreciation and Tax (EBITA) |
19,584.14 |
17,088.67 |
22,207.68 |
18,722.78 |
|
Less: Finance Costs |
1,726.54 |
1,478.35 |
2,289.25 |
1,882.07 |
|
Depreciation |
2,303.57 |
1,872.98 |
2,929.07 |
2,414.12 |
|
Profit before Tax |
15,554.03 |
13,737.34 |
16,989.36 |
14,426.59 |
|
Less: Tax Expense |
4,691.77 |
4,005.21 |
4,991.54 |
4,278.74 |
|
Profit After Tax |
10,862.26 |
9,732.13 |
11,997.82 |
10,147.85 |
|
Add: Other Comprehensive Income |
-286.71 |
70.39 |
-279.13 |
60.95 |
|
Total Comprehensive income carried to Other Equity |
10,575.55 |
9,802.51 |
11,718.69 |
10,208.80 |
Dividend
During the Financial Year under review, no dividend was declared.
Buy-Back of Shares
During the Financial Year under review, offer for Buy-back up to 28,00,000 Equity Share Face Value of Rs, 10/- at price of Rs, 525/- (Face Value Rs, 10/- and Premium of Rs, 515/-) on a proportionate basis was given to the shareholders, through the tender offer method. The company has bought back 18,38,313 Equity Shares and distributed Rs, 9,651.14 Lakhs to the shareholders whose shares were bought back.
Reserves
Your Company does not propose to transfer amounts to the General Reserve out of the amount available for appropriation and an amount of Rs, 10575.55 Lakhs is proposed to be retained in the retained earnings.
Out of the General Reserve of Rs, 21,808.58 Lakhs, (as on March 31, 2017) Rs, 9,467.31 Lakhs was utilized for Buy-back and Rs, 183.83 Lakhs was transferred to Capital Redemption Reserve Accounts and thus the General Reserve as on March 31, 2018 was stood at Rs, 12,157.44 Lakhs.
As on March 31, 2018 aggregate Reserve and Surplus was Rs, 62,317.60 Lakhs as compare to Rs, 61,209.36 Lakh as on March 31, 2017.
Operations
During the year under review the Company has closed the year with total standalone revenue of Rs,101,390.12 Lakhs. On Consolidated basis the total revenue is Rs, 118795.44 Lakhs.
Standalone EBITA improved to Rs, 19584.14 Lakhs, compared to Rs, 17,088.67 Lakhs, of previous year, which is higher by 16.40%. Consolidated EBITA improved to Rs, 22207.68 Lakhs compared to Rs, 18,272.47 Lakhs, which is higher by 18.61%.
Employee Stock Option Scheme (ESOP)
Your Company does not have any Employee Stock Option Scheme (ESOP).
Deposits
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this Report.
Statutory Auditors
Statutory Auditors of the Company is M/s Khandelwal Prakash Murari Bhandari & Co. Chartered Accountants, Mumbai.
At the 25th Annual General Meeting of the Company, M/s Khandelwal Prakash Murari Bhandari & Co. Chartered Accountants, was appointed as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 25th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022.
The ratification of their appointment, pursuant to Section 139 of the Companies Act, 2013, is not required, in terms of Notification No. S.O. 1833(E) dated May 7, 2018, issued by the Ministry of Corporate Affairs and accordingly, the item has not been included in the Ordinary Business of the AGM Notice.
Auditors'' Report
The Auditors'' Report to the Members on the Accounts of the Company for the Financial Year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.
Secretarial Audit
Secretarial Audit for the Financial Year 2017-18 was conducted by M/s Pramod Jain & Co, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached to this Report as Annexure -II. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.
Cost Audit
In compliance with the provisions of Section 148 of the Act, the Board of Directors of the Company at its meeting held on May 30, 2018 has appointed M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year 2018-19.
The Company has made and maintained the cost records for the Financial Year ended March 31, 2018, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the said cost records were audited by M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company,
In terms of the provisions of Section 148 (3) of the Act read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2018-19.
Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Standalone Financial Statements, forming part of the Annual Report.
Also, pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Hereinafter as the "SEBI Listing Regulations"), particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Standalone Financial Statements, forming part of the Annual Report.
Subsidiaries:
As on March 31, 2018 there were 21 subsidiaries of the Company:
Direct Indian subsidiaries:
1. Technosoft Engineering Projects Limited ("TEPL")
2. Technocraft Tabla Formwork Systems Private Limited
3. TIL Marketing Private Limited (Erstwhile TIL Packaging Private Limited)
4. Technocraft Closures Private Limited
5. Techno Defence Private Limited Limited Liability Partnership:
6. Shreyan Infra & Power LLP Direct foreign Subsidiaries:
7. Technocraft International Limited, UK (WOS of the Company) ("TIL-UK")
8. Technocraft Spolka Zoo, Poland (WOS of the Company)
9. Technocraft Australia Pty Ltd., Australia) (WOS of the Company)
10. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)
Step down subsidiaries:
11. Technosoft Engineering, Inc, USA (WOS of TEPL) ("TEI-USA")
12. Technosoft Engineering UK Ltd (WOS of TEPL)
13. Technosoft GMBH, Germany, (Subsidiary of TEPL)
14. Highmark International Trading FZE, UAE (WOS of TIL-UK) ("HITF-UAE")
15. Swift Engineering Inc., Canada, (WOS Subsidiary of HITF-UAE)
16. AAIT / Technocraft Scaffold Distribution LLC, USA (Subsidiary of TIL-UK).
17. Crosswall International Trading Ltd., UAE (Subsidiary of HITF-UAE).
18. Technosoft Innovations INC, USA (WOS of TEI-USA)
19. 2045690 Alberta Ltd, CANADA [Step Engineering] (Subsidiary of TEI-USA)
20. Technosoft Services, INC.,USA (WOS of TEI-USA)
21. Swift Projects Inc., USA (WOS of 2045690 Alberta Ltd, CANADA [Step Engineering])
During the year under review following Companies have become the new Subsidiaries:
- Technosoft Engineering UK Ltd (WOS of Technosoft Engineering Projects Limited)
- 2045690 Alberta Ltd, CANADA [Step Engineering] (Subsidiary of Technosoft Engineering Inc, USA)
- Technosoft Services, INC.,USA (WOS of Technosoft Engineering Inc, USA)
During the year under review Technosoft Engineering Private Limited, UK (WOS of Technosoft Engineering INC, USA) was got closed in November 2017, because of having no business in the said Company.
During the Financial Year under review Technosoft Engineering Projects Limited has sold its entire holding in Swift Engineering Inc., Canada (i.e. 59%) to Highmark International Trading FZE, UAE (step down subsidiary of the company), on arm''s length price and Highmark International Trading FZE also purchased remaining 41% holding from the other shareholders and thus Swift Engineering has become 100% step down subsidiary.
Also during the Financial Year under review Swift Engineering Inc., Canada has sold its entire holding in Swift Projects Inc., USA (i.e. 100%) to 2045690 Alberta Ltd, CANADA [Step Engineering] (step down subsidiary of the company), on arm''s length price.
Also during the Financial Year under review ownership of AAIT / Technocraft Scaffold Distribution LLC has been transferred from HITF-UAE to TIL-UK.
Swift Engineering Inc., Canada has sold its entire holding in Swift Projects Inc., USA (i.e. 100%) to 2045690 Alberta Ltd, CANADA [Step Engineering] (step down subsidiary of the company), on arm''s length price.
Except the above no other company has become/ceased to be a subsidiary, joint venture or associate during the financial year 2017-18.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of the subsidiary in the prescribed form AOC-1 is annexed to the Annual Report the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.technocraftgroup.com under the Investors Section.
As required under Rule 8 of the Companies (Accounts) Rules, 2014 the highlights of performance of subsidiaries and their contribution to the overall performance of the company during the period are duly explained in the form AOC-1 read with consolidated financial statement, annexed to the Annual Report.
The Company has also formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company i.e. www.technocraftgroup.com and can be accessed at http://www.technocraftgroup.com/pdf/Policy-For-Determining-Material-Subsidiary-Companies.pdf
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.
In accordance with the Section 129(3) of the Act, the audited Consolidated Financial Statements are provided in this Annual Report.
Corporate Governance
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations.
As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s. Pramod Jain & Co. Company Secretaries, confirming compliance forms an integral part of this Report.
The annual report of the Company contains a certificate by the Chief Executive Officer in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel and a Certificate by M/s. Pramod Jain & Co. Company Secretaries, who have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, Commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.
Extract of the Annual Return
The details forming part of the extract of Annual Return in prescribed Form MGT 9 is annexed hereto as Annexure-III and forms the part of this Report. Annual Report having the extract of Annual Return shall be available on the website of the Company i.e. www.technocraftgroup.com.
Share Capital
During the Financial Year ended March 31, 2018 the company has bought back 18,38,313 Equity Shares at the rate of '' 525/- (Face Value '' 10/- and Premium of '' 515) under the Buy-back offer through tender route, by which the Paid-up Equity Capital of the Company has been reduced to '' 24,46,16,870/- consisting of 2,44,61,687 Equity Shares of '' 10/- Each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Act, Mr. Atanu Anil Choudhary, Whole-time Director and Mr. Navneet Kumar Saraf, CEO & Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.
Details of the Director seeking appointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the Annexure to the Explanatory Statement to the Notice.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Sharad Kumar Saraf, Chairman & Managing Director, Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Directors, Mr. Navneet Kumar Saraf, CEO & Whole-time Director, Mr. Ashish Kumar Saraf, Whole-time Director & Chief Financial Officer, Mr. Atanu Choudhary, Whole-time Director and Mr. Neeraj Rai, Company Secretary of the Company. Mr. Navneet Kumar Saraf, Wholetime Director was also appointed CEO w.e.f November 10, 2017, except this there was no change in the Key Managerial Personnel during the period under review.
Mr. Sudarshan Kumar Saraf, was appointed Managing Director for a period of 5 years, whose term is expiring on August 31, 2018.
Further, pursuant to Section 196(3) of the Companies Act, 2013, inter alia, provides that no company shall continue the employment of a person who has attained the age of 70 years, as Managing Director, Whole-Time Director or Manager unless it is approved by the Members by passing a special resolution. Part I of Schedule V to the Act contains a similar relaxation. Mr. Saraf will also attain the age of 70 years on June 7, 2019 and hence his appointment is proposed for the approval of Members by way of a Special Resolution in the ensuring AGM.
The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in the Extract of the Annual Return which is attached to the Board''s Report.
Meetings of the Board of Directors
The Board of Directors of your Company met 4 (four) times during 2017-18. The Meetings were held on May 30, 2017, August 10, 2017, November 10, 2017 and February 14, 2018. The time gap between any two consecutive meetings did not exceed one hundred and twenty days.
Audit Committee
As on the date of the Board Report the Audit Committee comprised of five Independent Directors namely Mr. Vinod Agarwala (Chairman), Mr. Aubrey Rebello, Mr. Jagdeesh Mal Mehta, Mr. Vishwambhar C. Saraf and Ms. Vaishali Choudhari, all the recommendations made by the Audit Committee were accepted by the Board.
Whistle Blower Policy/ Vigil Mechanism
In Compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations the Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WB Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been posted on the website of the Company at the link http://www.technocraftgroup.com/pdf/Whistle-Blower-Policy.pdf.
Nomination and Remuneration Committee
As on the date of the Board Report, the Nomination and Remuneration Committee comprised of three Independent Directors namely Mr. Vishwambhar C. Saraf - (Chairman), Ms. Vaishali Choudhari and Mr. Aubrey Rebello.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company is attached to the Board''s Report as Annexure-IV.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Act a Corporate Social Responsibility (CSR) Committee was constituted. As at March 31, 2018, the CSR Committee comprised of two Executive Directors and one Independent Director namely Mr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Ms. Vaishali Choudhari.
Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.technocraftgroup.com and also attached to this Report as Annexure-V.
The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended March 31, 2018 is attached to this Report as Annexure-VI.
Transfer of unclaimed / unpaid dividend to Investor Education and Protection Fund (IEPF)
In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of dividends declared up to the financial year ended March 31, 2010 have been transferred to the IEPF. The details of the unclaimed dividends so transferred are available on the Company''s website, www.technocraftgroup.com and in the website of the Ministry of Corporate Affairs at www.mca.gov.in.
It may be noted that the unclaimed dividend for the financial year 2010-11 declared on September 30, 2011, is due to be transferred to the IEPF by November 5, 2018. The same can however be claimed by the Members before it. Members who have not encashed the dividend warrant(s) from the financial year ended March 31, 2011 onwards may forward their claims to the Company''s Registrar and Share Transfer Agents before they are due to be transferred to the IEPF.
In accordance with Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. Accordingly, all the shares in respect of which dividends were declared up to the financial years ended March 31, 2009 and 2010 and remained unpaid or unclaimed were due to be transferred to the IEPF. The Company had sent notices to all such members in this regard and published a newspaper advertisement and thereafter transferred the shares to the IEPF during financial year 2017-18. The details of such shares transferred have been uploaded in the Company''s website www.technocraftgroup.com.
The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form IEPF -5 (available on iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to time. The Member/Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
The Company has also sent notices to all member in respect of which dividends were declared for financial year ended March 31, 2011 and have not claimed for continuous period of seven years reminding them to claim their dividends otherwise their corresponding shares will also be transferred into IEPF account as required under Section 124(6) of the Act.
During the year under review, the Company has transferred a sum of '' 81,636.00 to Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013. The said amount represents dividend for the Financial Year 2009-10 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment. During the Financial Year the Company has also transferred 1898 Equity Shares of 36 Shareholders into IEPF, pursuant to Section 124(6) of the Act.
Particulars of contracts or arrangements with related parties
All related party transactions entered during the year were in the ordinary course of business and on an arm''s length basis.
The related party transactions attracting compliance under Section 177 of the Act and / or Regulation 23 of the SEBI Listing Regulations were placed before the Audit Committee for omnibus approval/approval.
Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value etc. and also before the Board on annual basis.
In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 approval of shareholder was taken during the Financial Year under review for following related party transaction.
|
Name of the Related Party |
Nature of relationship |
Nature, material terms, monetary value and particulars of the contract or arrangement |
Any other information relevant or important for the members to take a decision on the proposed resolution. |
|
AAIT/ Technocraft Scaffold Distribution LLC FZE ("AAIT") |
Subsidiary of wholly owned subsidiary Technocraft International Ltd. UK. |
AAIT is a distribution Company for sale of scaffolding out of India. Sale of scaffoldings up to Rs, 73.73 Crores for Financial Year 2017-18 |
The transactions are in the ordinary course of business and are at an Arm''s Length basis. |
Approval was taken for approx amount of up to Rs, 150.00 Crores however the transaction was made for Rs, 73.73 Crores only. Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read Rule 8 (2) of the Companies (Accounts) Rules, 2014, AOC-2 is annexed as Annexure-VII.
Further the details of the transactions with related parties are provided in the Company''s financial statements in accordance with the Accounting Standards.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on website of the Company at the link: http://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf
Particulars of Employees and other additional information
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report and are annexed as Annexure-VIII.
The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.
Risk management policy
Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.
Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Act and Regulation 17 of the SEBI Listing Regulations, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out.
The criteria for performance evaluation were approved by the Nomination and Remuneration Committee.
The Performance Evaluation of the Independent Directors, Board Committees was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.
Independent Directors Meeting
During the financial year under review, the Independent Directors of the Company met on February 14, 2018, inter-alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.
iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Directors'' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Act, your Directors based on the representation/ confirmation received from the Chairman and from the Chief financial Officer, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date.
c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are operating effectively.
f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.
Requirement of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, no cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Material changes & commitment if any, affecting financial position of the Company from the end of financial year till the date of the report.
There have been no material changes and commitments, if any, 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 this Report.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.
Familiarization Programmes for Board Members
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.
All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the SEBI Listing Regulations, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company''s management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.
The details of such familiarization programmes for Independent Directors of the Company are posted on the website of the Company http://www.technocraftgroup.com/pdf/Details-of-the-familiarization-programmes-imparted-to-independent-directors.pdf
Secretarial Standards
Pursuant to Section 118(10) of the Companies Act, 2013 the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
Significant and material Orders passed by the Regulators/Courts, if any
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.
Acknowledgements
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Bank, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
Registered Office: For and on behalf of the Board of Directors
A-25, Technocraft House, MIDC,
Marol Industrial Area, Road No. 3, Sharad Kumar Saraf
Opp. ESIS Andheri (E Mumbai. Chairman & Managing Director
CIN: L28120MH1992PLC069252 DIN 00035843
Place: Mumbai
Date: August 10, 2018
Mar 31, 2017
To,
The Members,
The Directors have pleasure in present, twenty fifth Annual Report on the business and operations of the Company together with the audited accounts for the Financial Year ended March 31, 2017.
Financial highlights
(Rs,In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2016-17 |
2015-16* |
2016-17 |
2015-16* |
|
|
Revenue from Operations |
87,173.49 |
77,356.05 |
94,370.21 |
92,918.14 |
|
Other Income |
3,557.86 |
2,912.08 |
4,122.67 |
3,389.62 |
|
Total Income |
90731.35 |
80268.13 |
98,492.88 |
96,307.76 |
|
Earnings before Interest, Depreciation and Tax (EBITA) |
17,088.67 |
16,416.73 |
18,722.78 |
18,272.47 |
|
Less: Finance Costs |
1,478.35 |
621.80 |
1,882.07 |
1,003.73 |
|
Depreciation |
1,872.98 |
2,107.24 |
2,414.12 |
2,602.69 |
|
Profit before Tax |
13,737.34 |
13,687.69 |
14,426.59 |
14,666.05 |
|
Less: Tax Expense |
4,005.21 |
4,457.10 |
4,278.74 |
4,682.44 |
|
Profit After Tax |
9,732.13 |
9,230.59 |
10,147.85 |
9,983.61 |
|
Add: Other Comprehensive Income |
70.39 |
(63.33) |
60.95 |
(57.85) |
|
Total Comprehensive income carried to Other Equity |
9,802.52 |
9,167.26 |
10,208.80 |
9,925.76 |
* Figures are re-grouped as per IND-AS Dividend
No Dividend was declared for the current financial year due to conservation of Profits.
Buy-Back of Shares
During the year under review no Buy-back offer was given hence no shares were Buy-back during the period.
Reserves
Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs,9802.52 Lakhs is proposed to be retained in the retained earnings.
Operations
During the year under review the Company has closed the year with total standalone revenue of Rs,87,173.49 Lakhs. On Consolidated basis the total revenue is Rs,94,370.21 Lakhs.
Standalone EBITA improved to Rs,17,088.67 Lakhs, compared to Rs,16,416.73 Lakhs, of previous year, which is higher by 4.09%. Consolidated EBITA improved to Rs,18,722.78 Lakhs compared to Rs,18,272.47 Lakhs, which is higher by 2.46%. During the Financial Year under review the Company has started new division as defense division about 8 acres land has been acquired at Murbad for Defence activities. Registration has been completed with many Government Departments related to defence. Products like Canister for missiles, Metal Part for Parachute, Hanger door for Navy, JT Cooler etc. have been developed. Company has also started receiving small orders for products like parts for airship, Landing Gear, Gondola, Fin, LA Towers etc. Company has also started participating in tenders floated in this sector. Company is hopeful of making steady growth in this sector.
In the yarn division the management has considered a proposal to set-up a new unit for cotton yarn at Amravati for capacity of 20 M T per day. Due to low cost of electricity and low man power cost at Amravati, processing cost of yarn will be reduced. Further, the management also considered a proposal to produce melange yarns for capacity of 7 M T per day, in existing factory at Murbad.
Employee Stock Option Scheme (ESOP)
Your Company does not have any Employee Stock Option Scheme (ESOP).
Deposits
During the year, your Company has not accepted any deposits under Section 73 of Act.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this Report.
Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the term of office of M/s. M.L. Sharma & Co, Chartered Accountants as Statutory Auditors of the Company will complete after conclusion of ensuing Annual General Meeting of the Company. Accordingly, based on the proposal of the Audit Committee of the Company, the Board, at its meeting held on May 30, 2017, recommended the appointment of M/s Khandelwal Prakash Murari Bhandari & Co. as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the ensuing annual general meeting to be held in the year 2017 till the conclusion of the annual general meeting to be held in the year 2022, subject to the approval of shareholders of the Company
The Company has received their written consent and a certificate from M/s Khandelwal Prakash Murari Bhandari & Co., Chartered Accountant, Mumbai that they satisfy the criteria provided under section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance of the provision of the Act and the rules framed thereunder. Accordingly necessary resolution is being placed at the AGM for the approval of the Shareholders.
Auditors'' Report
The Auditors'' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.
Secretarial Audit
Secretarial Audit for the Financial Year 2016-17 was conducted by M/s Pramod Jain & Co, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached to this Report as Annexure -II. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.
Cost Audit
In compliance with the provisions of Section 148 of the Act, the Board of Directors of the Company at its meeting held on May 30, 2017 has appointed M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year 2017-18.
In terms of the provisions of Section 148 (3) of the Act read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2017-18. Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Standalone Financial Statements.
Also, pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Hereinafter as the "SEBI Listing Regulations"), particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Standalone Financial Statements.
Subsidiaries:
As on March 31, 2017 there were 19 subsidiaries of the Company:
Direct Indian subsidiaries:
1. Technosoft Engineering Projects Limited
2. Technocraft Tabla Formwork Systems Private Limited
3. TIL Marketing Private Limited (Erstwhile TIL Packaging Private Limited)
4. Technocraft Closures Private Limited
5. Techno Defence Private Limited Limited Liability Partnership:
6. Shreyan Infra & Power LLP Direct foreign Subsidiaries:
7. Technocraft International Limited, UK (WOS of the Company)
8. Technocraft Spolka Zoo, Poland (WOS of the Company)
9. Technocraft Australia Pty. Australia) (WOS of the Company)
10. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)
Step down subsidiaries:
11. Technosoft Engineering, Inc, USA (WOS of Technosoft Engineering Projects Limited)
12. Swift Engineering Inc., Canada, (Subsidiary of Technosoft Engineering Projects Limited)
13. Highmark International Trading FZE, UAE (WOS of Technocraft International Limited, UK)
14. Swift Projects Inc., USA (WOS of Swift Engineering Inc. Canada)
15. AAIT / Technocraft Scaffold Distribution LLC, USA [Erstwhile known as AA International trading, L.L.C] (Subsidiary of Highmark International Trading FZE, UAE).
16. Technosoft Engineering Private Limited, UK (WOS of Technosoft Engineering INC, USA)
17. Technosoft Innovations INC, USA (WOS of Technosoft Engineering INC, USA)
18. Crosswall International Trading Ltd., UAE (Subsidiary of Highmark International Trading FZE, UAE).
19. CAE System GMBH, Germany, (now known as Technosoft GMBH) (Subsidiary of Technosoft Engineering Projects Limited)
During the year under review following Companies has become the Subsidiary
- TIL Marketing Private Limited (Erstwhile TIL Packaging Private Limited)
- Technocraft Closures Private Limited
- Techno Defence Private Limited
- Technosoft Engineering Private Limited, UK
- Technosoft Innovations Inc., USA
- Crosswall International Trading Ltd., UAE
CAE system GMBH, Germany, now known as Technosoft GMBH, is a subsidiary of Technosoft Engineering Projects imited, due to accumulated losses the said subsidiary was written off during the Financial Year 2013-14. However, during the current Financial Year the subsidiary was revived by giving fresh capital by Technosoft Engineering Projects Limited.
Except the above no other company has become/ceased to be a subsidiary, joint venture or associate during the financial year 2016-17.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of the subsidiary in the prescribed form AOC-1 is annexed to the Annual Report the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.technocraftgroup.com under the Investors Section.
As required under Rule 8 of the Companies (Accounts) Rules, 2014 the highlights of performance of subsidiaries and their contribution to the overall performance of the company during the period are duly explained in the form AOC-1 read with consolidated financial statement, annexed to the Annual Report.
The Company has also formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company i.e. www.technocraftgroup.com and can be accessed at http://www.technocraftgroup.com/pdf/Policy-For-Determining-Material-Subsidiary-Companies.pdf Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principales generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.
In accordance with the Section 129(3) of the Act, the audited Consolidated Financial Statements are provided in this Annual Report.
Corporate Governance
Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations.
As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s. Pramod Jain & Co. Company Secretaries, confirming compliance forms an integral part of this Report.
The annual report of the Company contains a certificate by the Chairman and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel and a Certificate by M/s. Pramod Jain & Co. Company Secretaries, who have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations.
Significant and material Orders passed by the Regulators/Courts, if any
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, Commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.
Extract of the Annual Return
The details forming part of the extract of Annual Return in prescribed Form MGT 9 is annexed hereto as Annexure-III and forms the part of this Report.
Share Capital
The Paid-up Equity Capital of the Company as on March 31, 2017 stood at '' 2,630.00 Lakhs.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2017, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Act, Mr. Sharad Kumar Saraf, Chairman & Managing Director and Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations.
Details of the Director seeking appointment at the Annual General Meeting, as required in terms of Regulation 36(3) of the SEBI Listing Regulations is provided in the Annexure to the Explanatory Statement to the Notice.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Sharad Kumar Saraf, Chairman & Managing Director, Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Directors, Mr. Navneet Kumar Saraf, Whole-time Director& Chief Operating Officer, Mr. Ashish Kumar Saraf, Whole-time Director& Chief Financial Officer, Mr. Atanu Choudhary, Whole-time Director and Mr. Neeraj Rai was the Company Secretary of the Company. There has been no change in the Key Managerial Personnel during the period under review.
The Members of the Company at their Twenty First Annual General Meeting held on September 30, 2013 had approved appointment of Section 196(3) of the Companies Act, 2013, inter alia, provides that no company shall continue the employment of a person who has attained the age of 70 years, as Managing Director, Whole-Time Director or Manager unless it is approved by the Members by passing a special resolution. Part I of Schedule V to the Act contains a similar relaxation.
Mr. Sharad Kumar Saraf was appointed Managing Director for a period of 5 years w.e.f. September 01, 2013 to August 31, 2018. However, Mr. Saraf will attain the age of 70 years in September 05, 2017 and hence continuation of his employment requires the approval of Members by way of a special resolution. Keeping in view the provisions of Companies Act, 2013 and his knowledge, experience and long association with the Company, the Board of Directors of the Company has approved the re-appointment of Mr. Saraf as Managing Director (designated as Executive Chairman) for a period of five years w.e.f. September 05, 2017 subject to the approval of the Members through Special Resolution.
The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2017 are mentioned in the Extract of the Annual Return which is attached to the Board''s Report.
Meetings of the Board of Directors
The Board of Directors of your Company met 4 (four) times during 2016-17. The Meetings were held on May 30, 2016, September 02, 2016, December 14, 2016 and February 14, 2017. The time gap between any two consecutive meetings did not exceed one hundred and twenty days.
Audit Committee
As at March 31, 2017, the Audit Committee comprised of five Independent Directors namely Mr. Vinod Agarwala (Chairman), Mr. S. B. Agarwal, Mr. Jagdeesh Mal Mehta, Mr. Vishwambhar C. Saraf and Ms. Vaishali Choudhari, all the recommendations made by the Audit Committee were accepted by the Board.
Whistle Blower Policy/ Vigil Mechanism
In Compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations the Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WB Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been posted on the website of the Company at the link http://www.technocraftgroup.com/pdf/Whistle-Blower-Policy.pdf. Nomination and Remuneration Committee
As at March 31, 2017, the Nomination and Remuneration Committee comprised of three Independent Directors namely Mr. S. B. Agarwal - (Chairman), Ms. Vaishali Choudhari and Mr. Vishwambhar C. Saraf.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company is attached to the Board''s Report as Annexure-IV.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Act a Corporate Social Responsibility (CSR) Committee was constituted. As at March 31, 2017, the CSR Committee comprised of two Executive Directors and one Independent Director namely Mr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Ms. Vaishali Choudhari.
Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.technocraftgroup.com and also attached to this Report as Annexure-V.
The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended March 31, 2017 is attached to this Report as Annexure-VI.
Transfer to Investor Education and Protection Fund (IEPF)
During the year under review, the Company has transferred a sum of '' 71,340.00 to Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013. The said amount represents dividend for the Financial Year 2008-09 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund Rules, 2016) which have come into effect from September 7, 2016 stipulates that shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares are to be transferred to Investor Education and Protection Fund (IEPF), a Fund constituted by the Government of India under Section 125 of the Companies Act, 2013.
Complying with the requirements set out in the Rules, the Company has communicated to the concerned shareholders individually whose shares are liable to be transferred to the IEPF suspense account under the said Rules for taking appropriate action via speed post and also through advertisements published in two newspapers.
Particulars of contracts or arrangements with related parties
All related party transactions entered during the year were in the ordinary course of business and on an arm''s length basis. The related party transactions attracting compliance under Section 177 of the Act and / or Regulation 23 of the SEBI Listing Regulations were placed before the Audit Committee for omnibus approval/approval.
Prior omnibus approval of the Audit Committee was also sought for transactions which are of a foreseen and repetitive nature. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value etc. and also before the Board on annual basis.
There are no transactions to be reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
Further the details of the transactions with related parties are provided in the Company''s financial statements in accordance with the Accounting Standards.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on website of the Company at the link: http://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf
Particulars of Employees and other additional information
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report and are annexed as Annexure-VII.
The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company Risk management policy
Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.
Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Act and Regulation 17 of the SEBI Listing Regulations, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out.
The Performance Evaluation of the Independent Directors, Board Committees was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Performance evaluation of all the directors was also carried out by Nomination and Remuneration Committee.
Independent Directors Meeting
During the financial year under review, the Independent Directors of the Company met on February 14, 2017, inter-alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.
iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Directors'' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Act, your Directors based on the representation/confirmation received from the Chairman and from the Chief financial Officer, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date.
c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are operating effectively.
f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.
Requirement of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, no cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Material changes & commitment if any, affecting financial position of the Company from the end of financial year till the date of the report.
There have been no material changes and commitments, if any, 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 this Report.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.
Familiarization Programmes for Board Members
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.
All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the SEBI Listing Regulations, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company''s management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.
The details of such familiarization programmes for Independent Directors of the Company are posted on the website of the Company http://www.technocraftgroup.com/pdf/Details-of-the-familiarization-programmes-imparted-to-independent-directors.pdf
Acknowledgements
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Bank, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.
For and on behalf of the Board of Directors
Sharad Kumar Saraf
Place: Mumbai Chairman & Managing Director
Date: August 10, 2017 DIN 00035843
Mar 31, 2015
The Directors have pleasure in present, twenty third Annual Report on
the business and operations of the Company together with the audited
accounts for the Financial Year ended March 31, 2015.
Financial highlights
(In Lacs)
Particulars Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Gross Turnover & Other
Income 80138.30 86655.28 104347.21 107176.24
Profit before Interest,
Depreciation and Tax 13427.70 14753.23 14935.08 16196.8
Less: Finance Costs (549.27) (384.50) (861.71) (462.39)
Depreciation (2711.18) (2297.36) (3188.16) (2708.66)
Profit before Tax 10167.25 12071.38 10885.21 13025.74
Less: Tax Expense (3179.48) (3855.43) (3364.79) (4062.07)
Profit after Tax 6987.77 8215.95 7520.42 8963.67
Add: Balance brought forward
from last year 16022.96 11125.68 17389.21 11784.76
Profit Available for
appropriation 23010.73 19341.62 24909.63 20756.48
Less Appropriation:
Transfer to General Reserve 1250.00 1250.00 1250.00 1250.00
Dividend 1576.34 1576.34 1576.34 1576.34
Dividend Distribution Tax 320.91 267.90 320.91 267.90
Other Appropriation 11.26 224.42 230.31 216.01
Balance Carried to
Balance Sheet 19675.49 16022.96 21423.80 17389.21
Dividend
Your Directors have approved an interim dividend of 50% i.e. Rs. 5 per
equity share for the financial year 2014-15.
Reserves
During the financial year 2014-15, your Directors have proposed to
transfer an amount of Rs 1,250.00 Lacs in the general reserve.
Operations
During the year under review the Company has closed the year with total
standalone revenue of Rs. 78,870.14 Lacs. On Consolidated basis the total
revenue is Rs. 102,883.06 Lacs. The Company has made total Profit Before
Tax on Standalone basis of Rs. 10,167.25 Lacs and on Consolidated basis
of Rs. 10,885.21.
During the financial year under review most of the divisions has done
quite well. Drum Closure division has seen strong revenue growth and
the total revenue in the Drum Closure division has been Rs. 26,933.25
Lacs and Profit Before Interest and Tax has been Rs. 7136.94 Lacs.
Scaffolding division has also seen a very good growth and revenue of Rs.
31874.78 Lacs and posted Profit Before Interest and Tax of Rs. 3306.55
Lacs. Garment division unfortunately has not done very well this year
and that is why the total Profit Before Tax of the Company is reduced
as compared to last year. Last year for March'2014 total Profit Before
Tax was Rs. 12,071.37 Lacs and this year has been Rs. 10,167.25 Lacs that
is because the Garment division this year has posted a loss of Rs. 509.30
Lacs versus a profit of Rs. 2,031.15 Lacs last year. Power division has
also seen a very good growth in the revenue of i.e. Rs. 3,636.40 Lacs and
posted Profit Before Interest and Tax of Rs. 513.36 Lacs as compare to
loss of Rs. 436.66 lacs.
Subsidiaries:
As on March 31, 2015 there were 11 subsidiaries of the Company:
Direct Indian subsidiaries:
1. Technosoft Engineering Projects Limited
2. Technocraft Tabla Formwork Systems Private Limited
Limited Liability Partnership:
3. Shreyan Infra & Power LLP
Direct foreign Subsidiaries:
4. Technocraft International Limited, UK (WOS of the Company)
5. Technocraft Spolka Zoo, Poland (WOS of the Company)
6. Technocraft Australia Pty. Australia) (WOS of the Company)
7. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)
First step down subsidiaries:
8. Technosoft Engineering, Inc, USA (WOS of Technosoft Engineering
Projects Limited)
9. Swift Engineering Inc, Canada, (Subsidiary of Technosoft
Engineering Projects Limited)
10. Highmark International Trading FZE, UAE(WOS of Technocraft
International Limited, UK)
Second step down subsidiaries
11. Swift Projects Inc, USA (WOS of Swift Engineering Inc. Canada)
Highmark International Trading FZE, UAE has become subsidiary during
the year, except this no other company has become/ ceased to be a
subsidiary, Joint venture or associate during the financial year
2014-15.
A report on the performance and financial position of the each of the
subsidiaries as per the first proviso to sub-section (3) of Section 129
read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed
format AOC-1 is annexed to the report and hence not repeated here for
the sake of brevity, under Rule 8 of the Companies (Accounts) Rules,
2014.
The Company has also formulated a Policy for determining material
subsidiaries, which is uploaded on the website of the Company i.e.
www.technocraftgroup.com and can be accessed at
http://www.technocraftgroup.com/pdf/Policy-For-
Determining-Material-Subsidiary-Companies.pdf
Deposits
During the year, your Company has not accepted any deposits under
Section 73 of the Companies Act, 2013.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under the Companies (Accounts) Rules, 2014, is given in
Annexure-I forming part of this Report
Statutory Auditors
The Members of the Company had, at the 22nd Annual General Meeting
("AGM") held on September 30, 2014, approved appointment of M/s. M.L.
Sharma & Co., Chartered Accountants, Mumbai, bearing ICAI Registration
No.109963W, as the Statutory Auditors of the Company, to hold office
from the conclusion of that AGM until the conclusion of the third AGM
held thereafter (subject to ratification of the appointment by the
Members at every AGM held after the above said AGM).
Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, states that
appointment of the Auditor shall be subject to ratification by the
members at every Annual General Meeting till the expiry of the term of
the Auditor.
In view of the above, the existing appointment of M/s. M. L. Sharma &
Co., Chartered Accountants, Mumbai, covering the period from the
conclusion of this ensuing AGM until the conclusion of the next AGM to
be held in the FY 2016-17, is being placed for member's ratification.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors to such continued
appointment and also a certificate from them to the effect that their
appointment, if ratified, would be in accordance with the conditions
prescribed under the Companies Act, 2013 and the rules made thereunder,
as may be applicable.
Auditors' Report
The Auditors' Report to the Members on the Accounts of the Company for
the financial year ended March 31, 2015 does not contain any
qualification, reservation or adverse remark.
Secretarial Audit
Secretarial Audit for the Financial Year 2014-15 was conducted by M/s
Pramod Jain & Co., Company Secretaries in Practice in accordance with
the provisions of Section 204 of the Companies Act, 2013. The
Secretarial Auditor's Report is attached to this Report as Annexure
ÂII. There are no qualifications or observations or remarks made by the
Secretarial Auditor in his Report.
Cost Audit
In compliance with the provisions of Section 148 of the Companies Act,
2013, the Board of Directors of the Company at its meeting held on May
27, 2015 has appointed M/s NKJ & Associates, Cost Accountant as Cost
Auditors of the Company for the Financial Year 2015-16.
In terms of the provisions of Section 148 (3) of the Companies Act,
2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors)
Rules, 2014, the remuneration of the Cost Auditors has to be ratified
by the members. Accordingly, necessary resolution is proposed at the
ensuing AGM for ratification of the remuneration payable to the Cost
Auditors for Financial Year 2015-16.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements. Also, pursuant to Clause 32 of the
Listing Agreement, the particulars of Loans/Advances given to
Subsidiaries have been disclosed in the notes to the Financial
Statements.
Consolidated Financial Statements
In accordance with the Section 129(3) Companies Act, 2013 and
Accounting Standard (AS) Â 21 on Consolidated Financial Statements, the
audited Consolidated Financial Statements are provided in this Annual
Report.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements as
stipulated by Securities and Exchange Board of India (SEBI).
The report on Corporate Governance as per the requirement of the
Listing Agreement forms an integral part of this Annual Report. The
requisite certificate from the M/s. Pramod Jain & Company Secretaries,
confirming compliance with the conditions of Corporate Governance is
attached to the report on Corporate Governance.
Significant and material Orders passed by the Regulators/Courts, if any
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of your Company and
its future operations.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, Commensurate with the size,
scale and complexity of its operations. The Internal Audit Department
monitors and evaluates the efficacy and adequacy of internal control
systems in the Company, its compliance with operating systems,
accounting procedures and policies within the Company. Based on the
report of internal audit function, process owners undertake corrective
action in respective areas and thereby strengthen the controls.
Significant observations and corrective actions thereon are presented
to the Audit Committee from time to time.
The Company has in place adequate internal financial controls with
reference to financial statements. Such controls were tested during the
financial year and no material weaknesses in the design or operation
were observed.
Extract of the Annual Return
The details forming part of the extract of Annual Return in prescribed
Form MGT 9 is annexed hereto as Annexure-III and forms the part of this
Report
Share Capital
The Paid-up Equity Capital of the Company as on March 31, 2015 stood at
Rs. 3,152.68 Lacs. During the year under review, the Company has not
issued shares with differential voting rights nor has granted any stock
options or sweat equity. As on March 31, 2015, none of the Directors of
the Company holds instruments convertible into equity shares of the
Company.
Directors
Mr. Madhoprasad Saraf, Chairman of the Company was passed away in
December 2014. The Board places on record its deep appreciation for the
valuable contribution made by him during his tenure as Chairman of the
Company. Mr. Sharad Kumar Saraf and Mr. Sudarshan Kumar Saraf, Managing
Directors of the Company were appointed Chairman and Co- Chairman of
the Company, respectively.
Mr. Ganesh Kumar Gupta, who was appointed as an independent director,
demitted office as Director effective October 7,2014.
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Sharad Kumar Saraf, Chairman & Managing Director and Mr. Sudarshan
Kumar Saraf, Co-Chairman & Managing Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment.
On the recommendation of the Nomination and Remuneration Committee and
after reviewing the declaration submitted by Mr. Vishwambhar C. Saraf
and Mr. Vinod Balmukand Agarwala, Independent Directors, the Board of
Directors of the Company at its Meeting held on February 6, 2015 formed
an opinion that the said Directors meets with the criteria of
Independence as per Section 149(6) of the Companies Act, 2013 ("the
Act") and the rules made thereunder and also meets with the
requirements of Clause 49 of the Listing Agreement with the Stock
Exchanges and accordingly appointed Mr. Vishwambhar C. Saraf and Mr.
Vinod Balmukand Agarwala, as an Additional Directors to hold office as
an Independent Director of the Company, upto the conclusion of the 27th
Annual General Meeting of the Company to be held in the calendar year
2019.
The Board of Directors at its Meeting held on February 6, 2015, on the
recommendation of the Nomination and Remuneration Committee, appointed
Mr. Navneet Kumar Saraf and Mr. Ashish Kumar Saraf as Additional
Directors and also as Whole- time Director of the Company for a period
of five years w.e.f. February 6, 2015, subject to the approval of the
Members of the Company.
The Board of Directors at its Meeting held on August 10, 2015, on the
recommendation of the Nomination and Remuneration Committee,
re-appointed Mr. Atanu Anil Choudhary as Whole-time Director of the
Company for a period of five years w.e.f. August 10, 2015, subject to
the approval of the Members of the Company.
Your Company has received the requisite disclosures / declarations from
Mr. Vishwambhar C. Saraf, Mr. Vinod Balmukand Agarwala Mr. Navneet
Kumar Saraf, Mr. Ashish Kumar Sarafand Mr. Atanu Anil Choudharyas
required under the relevant provisions of the Companies Act, 2013.
Your Company has also received Notices under Section 160 (1) of the
Companies Act, 2013 from a member signifying his intention to propose
Mr. Vishwambhar C. Saraf, Mr. Vinod Balmukand Agarwala Mr. Navneet
Kumar Saraf and Mr. Ashish Kumar Saraf as candidature for the office of
Independent Director / Director at the ensuing Annual General Meeting.
Further, your Company has also received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of Independence as prescribed under the Act and Clause 49 of
the Listing Agreement with the Stock Exchanges.
Profile of the Directors seeking appointments, have been given in the
Notice of the ensuing Annual General Meeting of the Company.
Key Managerial Personnel
As on March 31, 2014 Mr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf,
were the Managing Directors, Mr. Atanu Choudhary was Whole-time
Director, Mr. Ashish Kumar Saraf was Chief Financial Officer and Mr.
Manoj Jain was the Company Secretary of the Company. Pursuant to
Section 203 of the Companies Act, 2013 (enforced w.e.f. April 1, 2014)
read with section 2(51) of the Companies Act, 2013 all of them were
categorized as Key Managerial Personnel, in the Board Meeting held on
May 21, 2014.
Further, in the Board Meeting held on February 6, 2015, Mr. Navneet
Kumar Saraf and Mr. Ashish Kumar Saraf were appointed as Whole-time
Directors and Mr. Anil Gadodia, was appointed Chief Financial Officer
in place of Mr. Ashish Kumar Saraf.
Further, Mr. Manoj Jain had resigned w.e.f. March 7, 2015 and Mr.
Neeraj Rai was appointed Company Secretary w.e.f. March 16, 2015 as
Key Managerial Personnel under the Section 203 of the Companies Act,
2013.
Furthermore, Mr. Anil Gadodia had resigned w.e.f. May 27, 2015 and in
the Board Meeting held on May 27, 2015, Mr. Ashish Kumar Saraf was
appointed as Whole-time Director and Chief Financial Officer of the
Company.
The Remuneration and other details of Key Managerial Personnel for the
financial year ended March 31, 2015 are mentioned in the Extract of the
Annual Return which is attached to the Board's Report.
Meetings of the Board of Directors
The Board of Directors of your Company met 4 (four) times during
2014-15. The Meetings were held on May 21, 2014, August 6, 2014,
November 13, 2014 and February 6, 2015. The time gap between any two
consecutive meetings did not exceed one hundred and twenty days.
Audit Committee
As at March 31, 2015, the Audit Committee comprised of five Independent
Directors namely Mr. S. B. Agarwal, Mr. Jagdeesh Mal Mehta, Ms.
Vaishali Choudhari, Mr. Vishwambhar C. Saraf and Mr. Vinod Agarwala.
All the recommendations made by the Audit Committee were accepted by
the Board.
Whistle Blower Policy/ Vigil Mechanism
In Compliance with the provisions of Section 177 of the Companies Act
2013 and Clause 49 of the Listing Agreement the Company has a Whistle
Blower Policy (the "WB Policy") with a view to provide vigil mechanism
to Directors, employees and other stakeholders to disclose instances of
wrong doing in the workplace and report instances of unethical
behavior, actual or suspected fraud or violation of the Company's code
of conductor ethics policy. The WB Policy also states that this
mechanism should also provide for adequate safeguards against
victimization of Director(s)/ Employees who avail of the mechanism and
also provide for direct access to the Chairman of the Audit Committeein
exceptional cases. The Whistle Blower Policy has been posted on the
website of the Company at the link
http://www.technocraftgroup.com/pdf/Whistle- Blower-Policy.pdf and the
details of the same are explained in the Report on Corporate Governance
forming part of this Annual Report.
Nomination and Remuneration Committee
As at March 31, 2015, the Nomination and Remuneration Committee
comprised of three Independent Directors namely Mr. S. B. Agarwal, Ms.
Vaishali Choudhari and Mr. Vishwambhar C. Saraf.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee is duly approved by the Board of Directors
of the Company and the Remuneration Policy of the Company is attached
to the Board's Report as Annexure-IV
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 a Corporate Social
Responsibility (CSR) Committee was constituted. As at March 31, 2015,
the CSR Committee comprised of two Executive Directors and one
Independent Director namely Mr. Sharad Kumar Saraf, Mr. Sudarshan
Kumar Saraf and Ms. Vaishali Choudhari.
Corporate Social Responsibility Policy recommended by CSR Committee of
the Directors has been approved by the Board of Directors of the
Company. The same is available on the website of the Company i.e.
www.technocraftgroup.com and also attached to this Report as
Annexure-V.
The disclosure relating to the amount spent on Corporate Social
Responsibility activities of the Company for the financial year ended
March 31, 2015 is attached to this Report as Annexure-VI.
Transfer to Investor Education and Protection Fund (IEPF)
During the year under review, the Company has transferred a sum of Rs.
1,01,754 to Investor Education and Protection Fund (IEPF) pursuant to
Section 205C of the Companies Act, 1956 read with the Investor
Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2001. The said amount represents dividend for the year 2006-07
which remained unclaimed by the members of the Company for a period
exceeding 7 years from its due date of payment.
Particulars of contracts or arrangements with related parties
All related party transactions attracting Compliance under Section 188
and / or Clause 49 of the Listing Agreement are placed before the Audit
Committee as also before the Board for approval. Prior omnibus approval
of the Audit Committee is also sought for transactions which are of a
foreseen and repetitive nature.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available
on website of the Company at the link:
http://www.technocraftgroup.com/pdf/Policy-On-Related-Party-
Transactions.pdf
Your Directors draw attention of the members to Notes to the financial
statement which sets out related party disclosures.
Particulars of Employees and other additional information
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 form part of this Report and are annexed as Annexure-VII.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules form part of this Report and is
annexed as Annexure-VIII.
Risk management policy
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organisation from
various risks through adequate and timely actions. It is designed to
anticipate, evaluateand mitigate risks in order to minimize its impact
on the business.
In accordance with the provisions of Clause 49 of the Listing
Agreement, your Company has also constituted a Risk Management
Committee.
Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule
IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
annual Performance Evaluation of the Directors as well as of the Audit
Committee, Nomination and Remuneration has been carried out.
The Performance Evaluation of the Independent Directors was carried out
by the entire Board and the Performance Evaluation of the Chairman and
Non-Independent Directors was carried out by the Independent Directors.
Criteria for evaluation of independent directors:
The Directors shall be evaluated on the basis of the following criteria
i.e. whether they:
i) uphold ethical standards of integrity and probity;
ii) act objectively and constructively while exercising their duties;
iii) exercise their responsibilities in a bona fide manner in the
interest of the Company;
iv) devote sufficient time and attention to their professional
obligations for informed and balanced decision making;
v) assist the Company in implementing the best corporate governance
practices;
vi) strive to attend all Meetings of the Board of Directors and of the
Board committees of which they are members;
vii) moderate and arbitrate in the interest of the Company as a whole,
in situations of conflict between Management and Shareholder's
interest;
viii) satisfy themselves on the integrity of financial information and
that financial controls and the systems of risk Management are robust
and defensible;
ix) strive to safeguard the interests of all stakeholders, particularly
the minority shareholders;
x) balance the conflicting interest of the stakeholders;
xi) seek appropriate clarification or amplification of information and,
where necessary, take and follow appropriate professional advice and
opinion of outside experts;
xii) keep themselves well informed about the Company and the external
environment in which it operates;
xiii) participate constructively and actively in the committees of the
Board in which they are chair persons or members;
xiv) strive to attend the general Meetings of the Company;
xv) acting within their authority, assist in protecting the legitimate
interests of the Company, shareholders and its employees;
xvi) pay sufficient attention and ensure that adequate deliberations
are held before approving related party transactions and assure
themselves that the same are in the interest of the Company;
xvii) ascertain and ensure that the Company has an adequate and
functional vigil mechanism and ensure that the interests of a person
who uses such mechanism are not prejudicially affected on account of
such use;
xviii) report concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct or ethics policy,
if any;
xix) maintain confidentiality of information such as commercial
secrets, technologies, advertising and sales promotion plans,
unpublished price sensitive information, unless such disclosure is
expressly approved by the Board or required by law;
xx) abide by Company's Memorandum and Articles of Association,
Company's policies and procedures including code of conduct, insider
trading guidelines etc;
xxi) they express concerns about the running of the Company or a
proposed action and ensure that these are addressed by the Board and,
to the extent that they are not resolved, insist that the concerns are
recorded in the Minutes of the Board Meeting;
xxii) develop a good working relationship with other Board members and
contribute to the Board's working relationship with the senior
Management of the Company;
xxiii) fairly contribute towards proper functioning of Board or
Committees of the Board.
The Independent Directors shall also be evaluated on the basis of the
following criteria i.e. whether they:
i) satisfy the criteria for independence as prescribed under Section
149 of the Companies Act, 2013 and the Listing Agreement with the Stock
Exchanges;
ii) help in bringing an independent judgment to bear on the Board's
deliberations especially on issues of strategy, performance, risk
Management, resources, key appointments and standards of conduct;
iii) bring an objective view in the evaluation of the performance of
Board and Management;
iv) actively scrutinise the performance of Management in Meeting agreed
goals and objectives and monitor the reporting of performance;
v) undertake appropriate induction and regularly update and refresh
their skills, knowledge and familiarity with the Company;
vi) contribute to determine appointment and remuneration of executive
Directors, Key Managerial Personnel (KMP) and senior Management;
vii) exercise objective independent judgment in the paramount interest
of the Company as a whole, while concurring in or dissenting from the
collective judgment of the Board in its decision making.
The Non-Independent Directors along with the Independent Directors,
except the one who is being evaluated, will evaluate/ assess each of
the Independent Directors on the aforesaid parameters. On the basis of
the report of performance evaluation, it shall be determined whether to
extend or continue the term of appointment of the Independent Director.
Independent Directors Meeting
During the year under review, the Independent Directors of the Company
met on February 6, 2015, inter-alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board
of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking
into view of Executive and Non-Executive Directors.
iii) Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Companies
Act, 2013, your Directors, based on the representation/ confirmation
received from the Chief financial Officer, confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
b) the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2015 and of the profit of the Company for the
year ended on that date.
c) proper and sufficient care has been taken for 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.
d) the annual accounts have been prepared on a going concern basis.
e) the internal financial controls have been laid down to be followed
by the Company and such controls are adequate and are operating
effectively
f) proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems are adequate and are
operating effectively.
Sexual Harassment cases
During the year under review, there were no cases filed pursuant to
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Familiarisation Programmes for Board Members
All the Directors of the Company are updated as and when required, of
their role, rights, responsibilities under applicable provisions of the
Companies Act and the Listing agreement entered into by the Company
with Stock Exchanges; nature of industry in which the Company operates,
business model of the Company, etc. The Company holds Board and the
Committee Meetings from time to time. The Board of Directors has
complete access to the information within the Company. The minutes of
meetings of various committees are periodically circulated to the
Board. The Independent Directors have the freedom to interact with the
Company's management. Directors are also informed of the various
developments in the Company through various modes of communications.
All efforts are made to ensure that the Directors are fully aware of
the current state of affairs of the Company and the industry in which
it operates.
The details of such familiarization programmes for Independent
Directors of the Company are posted on the website of the Company
http://www.technocraftgroup.com/pdf/Familiarisation-Programme-for-
Independent-Directors.pdf
Acknowledgements
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, clients, Financial
Institutions, Bank, Central and State Governments, the Company's valued
investors and all other business partners for their continued
co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
By Order of the Board
For Technocraft Industries (India) Limited
Place: Mumbai Sharad Kumar Saraf
Date : August 10, 2015 Chairman & Managing Director
Registered Office:
A-25, Technocraft House, MIDC,
Marol Industrial Area, Road No. 3,
Opp.ESIS Hospital, Andheri (E), Mumbai.
CIN NO. L28120MH1992PLC069252
www.technocraftgroup.com
Mar 31, 2014
Dear Members,
Directors of your Company have pleasure in presenting the 22nd Annual
Report together with the Audited Statement of Accounts for the year
ended March 31, 2014.
FINANCIAL HIGHLIGHTS
(`. In Lacs)
Particulars Standalone Consolidated
2013-14 2012-13 2013-14 2012-13
Gross Turnover and Other
Income 86655.27 66989.31 107176.24 83233.69
EBIDTA 14762.99 12825.00 16196.79 14473.23
Less: Interest 384.50 600.74 462.39 814.09
EBDTA 14378.49 12224.26 15734.40 13659.14
Less: Depreciation &
Amortization 2307.12 2643.51 2708.66 2962.10
Profit Before Tax (PBT) 12071.37 9580.75 13025.74 10697.04
Less: Provision for Taxation 3855.43 3108.04 4062.07 3271.62
Net profit for the Year 8215.94 6472.71 8963.67 7425.42
Add: Surplus brought
forward from PY 11125.71 6428.39 11784.76 6152.12
Profit available for
Appropriation 19341.65 12901.07 20756.48 13578.24
Appropriation
Transfer to General Reserve 1250.00 645.00 1250.00 645.00
Dividend 1576.34 945.81 1576.34 945.81
Dividend Distribution Tax 267.90 158.30 267.97 158.30
Balance Carried to
Balance Sheet 16022.97 11125.68 17389.22 11784.76
PERFORMANCE
The results for the year ended March 2014 have been one of the best in
the history of Technocraft. All our three divisions  Drum Closures,
Scaffolding and Cotton Yarn have shown record results. On consolidated
basis we achieves a turnover of ` 1050 crores and profit before tax of
about `130 crores. This yearÂs results are the best results that we
have achieved in the last 40 years. All our foreign subsidiaries have
also generated profitable results so overall the company has done very
well.
On standalone basis EBIDTA for the year stood at `14762.99 Lacs against
12825.00 Lacs for the previous year, an increase of 15%. PAT stood as
8215.94 Lacs as compared to ` 6472.71 Lacs previous year, an increase
of 27%.
On Consolidated basis EBIDTA for the year stood at `16196.79 Lacs
against ` 14473.23 Lacs for the previous year, an increase of 12%. PAT
stood as ` 8963.27 Lacs as compared to ` 7425.42 Lacs previous year, an
increase of 21% (PY. 17%)
DIVIDEND
Your Directors has declared an Interim Dividend of ` 5/- (50%) per
equity share of ` 10/- Total outflow was ` 1844.24 including DDT of `
267.90. The Dividend payout ratio for the current year (including
Corporate Dividend Distribution Tax) is 23%.
DEPOSIT
During the year ended on March 31, 2014 the Company has not accepted
any Fixed Deposits from the public under section 58A and 58AA of the
Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS
Pursuant to section 152 of the Companies Act, 2013, Mr. Madhoprasad
Saraf, Director, retires from the Board by rotation and being eligible
has offered himself for re-appointment at ensuing Annual General
Meetings. The Notice convening Annual General Meeting includes the
proposals of re-appointment of Director.
As per section 149 of the Companies Act, 2013 and rules made
thereunder, your Director are seeking appointment of Mr. Ganesh Kumar
Gupta, Mr. S.B.Agarwal, Mr. Jagdeesh Mal Mehta and Ms. Vaishali
Choudhari as Independent Directors of the Company for a term 5
consecutive years and they shall not be liable to retire by rotation.
The Board recommends their appointment.
In accordance with the Clause 49 o the Listing Agreement, brief resume
of the Directors seeking appointment/re-appointment at the ensuing
Annual General Meeting is annexed to the notice.
STATUTORY AUDITORS
The Auditors of the Company M/s. M.L.Sharma & Co. Chartered Accountants
(Registration No. 109963W), Mumbai holds office untill the conclusion
of the ensuing Annual General Meeting. As per the provisions of the
section 139, 141 of the Companies Act,2013 and rules made thereunder,
Audit Committee and Board of Directors recommended for members approval
the reappointment of M/s. M.L. Sharma & Co. Chartered Accountants
(Registration No. 109963W), as Statutory Auditors of the Company, to
hold office from the conclusion of ensuing Annual General Meeting till
the conclusion of third consecutive Annual General Meeting hereafter
(subject to the rectification by the members at every Annual General
Meeting.
The Company has received a letter from M/s M.L.Sharma & Co, Chartered
Accountants, to the effect that their appointment, if made, would be
within the prescribed limit under section 139 of the Companies Act,
2013 and rules made there under and that the firm is eligible for
appointment and is not disqualified for appointment under this Act, the
Chartered Accountant Act, 1949 and the rules and regulations made there
under.
AUDITORSÂ REPORT & NOTE TO ACCOUNT
The Board duly reviewed the AuditorÂs Report on Account, The Auditors
Report is self-explanatory and hence, do not call for any comments
under section 217(3) of the Companies Act, 1956. The Auditors Report
on consolidated Accounts is also attached. The Consolidated Accounts
have been prepared in accordance with the Accounting Standards
prescribed by The Institute of Chartered Accountants of India.
CONSOLIDATED FINANCIALS
In compliance with the directions by the Ministry of Corporate Affairs
(MCA) The Consolidated Financial Statements of Technocrafts &
Subsidiaries as provided in the Annual Report is prepared in accordance
with the Accounting Standard (AS-21)Â Consolidated Financial
Statements as well as clause 32 of Listing Agreement, which includes
financial information of all its subsidiaries and forms part of this
Annual Report.
The Annual Accounts and financials of all the subsidiaries of your
company and related details information shall be made available to
members on request and are open for inspection at the registered office
of the Company. For information of members, a statement containing
brief financial details of the CompanyÂs subsidiaries is included in
this Annual Report.
CREDIT RATING
The Credit rating agency, CRISIL, has continued to assign a long term
rating A and short term credit rating A1
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion & Analysis, Corporate Governance
Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed review of operation, performance and future outlook of
your company and its business is given in the Management and Discussion
Analysis, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees of the Company, as required under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 for the year ended March 31, 2014.
Employees employed throughout the financial year 2013-2014 and who
received remuneration for the financial year in the aggregate of not
less than `. 60, 00,000/- per annum.
Name Designation Age Qualification Experience
Mr. S.K.Saraf Managing 67 Electronic 42 Years
Director Engineer.
From IIT, Mumbai
Mr.S.M.Saraf Managing 65 Mechanical 41 Years
Director Engineer
From IIT, Mumbai
Mr. Navneet
Saraf Chief 36 B.E.(Mech.) 14 Years
Operation From
Officer University of
Manchester
Mr. Ashish
Saraf Chief 32 Master in 12 Years
Financial Textile
Officer Technology
From University
of Manchester
Name Date of Gross
Commencement Remuneration
of employment ( `. In Lacs)
Mr. S.K.Saraf 28.10.1992 146.40
Mr.S.M.Saraf 28.10.1992 146.40
Mr. Navneet Saraf 23.12.2006 67.20
Mr. Ashish Saraf 23.12.2006 67.20
Notes:
· Gross Remuneration includes Salary, Bonus, and Allowances &
Commission.
DIRECTORS'' RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
of the Company confirm that:
1. in the preparation of annual accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departure;
2. the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2014 and of the Profit of the Company for the
year ended on that date;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a ''going concern'' basis.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
the particulars relating to energy conservation , technology absorption
and foreign exchange earnings and outgoing as required to be disclosed
under section 217(1)(e) of the Companies Act, 1956 r/w Companies
(Disclosures of Particulars in the report of the Board of Directors)
Rules 1988 are furnished in Annexure ÂA of this report
ACKNOWLEDGEMENT
Your Directors would like to thank all Bankers, Central Government,
State Government, Reserve Bank of India, Financial Institutions, Share
Holders, Customers, Dealers, Suppliers and all other business
associates for the continued support given by them to the Company and
their confidence in its management. Your Directors also place on record
their deep sense of appreciation for the services rendered by the
employees of the Company.
For & On behalf of the Board
M.D.Saraf
Chairman
Mumbai, 21nd May, 2014
Mar 31, 2013
Dear Members,
Directors of your Company have pleasure in presenting the 21st Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars Standalone Consolidated
2012-13 2011-12 2012-13 2011-12
Gross Turnover and Other
Income 66989.31 57064.29 83233.69 67302.12
Profit Before Interest,
Depreciation and
Taxation (EBIDTA) 12825.00 6580.88 14473.23 7008.74
Less: Interest 600.74 722.33 814.09 1141.72
Profit before Depreciation
and Taxation (EBDTA) 12224.26 5858.55 13659.14 5867.02
Less: Depreciation 2643.51 2920.44 2962.10 3145.18
Profit Before Tax (PBT) 9580.75 2938.11 10697.04 2721.84
Less: Provision for
Taxation (including
deferred Tax) 3108.04 1107.65 3271.62 1195.06
Net profit for the Year 6472.71 1830.46 7425.42 1526.79
Add: Surplus brought
forward from previous year 6428.39 4964.34 6152.12 4824.95
Profit available for
Appropriation 12901.07 6794.80 13578.24 6734.52
Appropriation
Transfer to General
Reserve 645.00 0.00 645.00 200.00
Proposed Dividend 630.54 315.27 630.54 315.27
Dividend Distribution Tax 107.16 51.14 107.16 51.14
Balance Carried to
Balance Sheet 11125.71 6428.38 11784.76 6152.12
PERFORMANCE
FY 2012-13 was a tremendous year in Company history. The Company
achieved its best results. The gross sale and other income for the
financial year under review were Rs.66989.31 Lakhs against Rs. 57064.29
Lakhs for the previous financial year an increase of 17%. Total EBIDITA
for the year stood at Rs.12825.00 Lakhs against Rs.6580.88 Lakhs for the
previous year, an increase of 95%. PAT stood as Rs. 6472.71 Lakhs as
compared to Rs. 1830.46 Lakhs previous year, an increase of 254%
On Consolidation basis the gross sale and other income for the
financial year under review were Rs.83233.69 Lakhs against Rs. 67302.12
Lakhs for the previous financial year an increase of 24%. Total PAT for
the year stood at Rs. 7425.42 Lakhs against Rs. 1526.78 Lakhs for the
previous year an increase of 386%.
DIVIDEND
Your Directors are pleased to recommend final dividend of Rs.2 i.e.20%
per equity share of Rs. 10/-, subject to the approval of shareholders at
their Annual General Meeting. The Company has already declared an
Interim Dividend of Rs. 1/- per shares at the time of approval of 2nd
Quarter results. The total outflow, including interim and final
dividend would be Rs. 1104.11 Lakhs including Dividend Distribution Tax.
The Payout ratio of current year dividend is 17%.
DEPOSIT
During the year ended on 31st March 2013 the Company has not accepted
any Fixed Deposits from the public under section 58A and 58AA of the
Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS
Mr. Ganesh Kumar Gupta & Mr. Pankaj Toprani, Directors, retire from the
Board by rotation and eligible have offered them for re-appointment at
ensuing Annual General Meetings. The Notice convening Annual General
Meeting includes the proposals of re-appointment of Directors.
Brief resume of the above Directors, their expertise in specific
functional area, name of the Public Limited companies in which they
hold the directorship and their shareholdings in the Company, as
stipulated under clause 49 of the Listing Agreement are given in the
Report on Corporate Governance forming part of Annual Report.
STATURORY AUDITORS
The present Statutory Auditors of the Company M/s M.L.Sharma & Co,
Chartered Accountants (Registration No.109963W), Mumbai, retire as
statutory auditors at the conclusion of this Annual General Meeting of
the Company. They are eligible for re-appointment and Company received
a certificate from them that their reappointment, if made, would be
within the limit specified under section 224 (1B) of the Companies Act,
1956 and they are not disqualified for such an appointment within the
meaning of sub section (3) and (4) of section 226 of the Companies Act,
1956. Their appointment is recommended by the Board.
AUDITORS'' REPORT
The observation made in the Auditors'' Report, read together with the
relevant notes thereon are self- explanatory and hence, do not call for
any comments under section 217(3) of the Companies Act, 1956. The
Auditors'' Report on consolidated Accounts is also attached. The
Consolidated Accounts have been prepared in accordance with the
Accounting Standards prescribed by The Institute of Chartered
Accountants of India.
COST AUDIT
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, M/s. NKJ &
Associates., Cost Accountants (Regn. No. 18869) were appointed as Cost
Auditors of the Company to conduct audit of cost records for the
financial year 2013-14.
The Cost Audit Report for the financial year 2012-13 is due to is filed
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year. Therefore, the completion of Cost Records & Cost
Audit of the same is in progress.
CONSOLIDATED FINANCIALS
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8th February, 2011, issued a direction under section 212(8) of
the Companies Act, 1956; that the provision of section 212 shall not
apply to companies in relation to their subsidiaries, subject to
fulfill certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of your companies at the
meeting held on 22nd May, 2013, approved the Audited Consolidated
Financial Statements for the financial year 2012-13 in accordance with
the Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India as well as clause 32
of Listing Agreement, which includes financial information of all its
subsidiaries and forms part of this Annual Report.
The Annual Accounts and financials of all the subsidiaries of your
company and related details information shall be made available to
members on request and are open for inspection at the registered office
of the Company. Your Company has complied with all the conditions as
stated mentioned under the circular and accordingly not attached the
financial statements of the subsidiaries for the financial year
2012-13. A statements of summarized financials of all the subsidiaries
of your company including capital, reserve, total assets, total
liabilities, details of investment, turnover etc. pursuant to General
Circular issued by the Ministry of Corporate Affairs, forms part of
this report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion & Analysis, Corporate Governance
Report and Auditors'' Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed review of operation, performance and future outlook of
your company and its business is given in the Management and Discussion
Analysis, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees of the Company, as required under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 for the year ended 31st March, 2013.
Employees employed throughout the financial year 2012-2013 and who
received remuneration for the financial year in the aggregate of not
less than Rs. 60, 00,000/- per annual
Notes:
- Gross Remuneration includes Salary, Bonus, and Allowances &
Commission.
DIRECTORS'' RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
of the Company confirm that:
1. In the preparation of annual accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departure;
2. The selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2013 and of the Profit of the Company for the
year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a ''going concern'' basis.
GROUP
Persons constituting group within the definition of group as defined in
the Monopolies and Restrictive Trade Practice Act, 1969. For the
purpose of Securities and Exchange Board of India (Substantial
Acquisition of Share and Takeover) Regulation, 2011, group includes the
following:-
Sr.No. Name of the Person/Entity
1. Madhoprasad Saraf
2. Sharad Kumar Saraf
3. Sudarshan Kumar Saraf
4. Shanti Devi Saraf
5. Shakuntala Saraf
6. Suman Saraf
7. Navneet Kumar Saraf
8. Ashish Kumar Saraf
9. Nidhi Saraf
10. Priyanka Saraf
11. Nidhi Saraf
12. Madhoprasad Saraf (HUF)
13. Sharad Kumar Saraf (HUF)
14. Sudarshan Kumar Saraf (HUF)
15. Navneet Kumar Saraf (HUF)
16. Ashish Kumar Saraf (HUF)
Sr. No.Name of the Person/Entity
17. M. T. Information Technology
18. Ashrit Holdings Limited
19. Technocraft Tabla Formwork System Pvt. Ltd.
20. Technosoft Engineering Projects Ltd.
21. M.D.Saraf Securities Pvt. Ltd.
22. BMS Industries Limited
23. Shanti Seva Nidhi Trust 24 Saraf Welfare Trust
25. Jokiram Welfare Trust
26. Saraswati Dwarkadas Saraf Trust
27. Technocraft International, UK
28. Technocraft Hungary
29. Technocraft Australia Pty.
30. Technocraft Poland
31. Anhui Reliable Steel Technology Ltd.
ACKNOWLEDGEMENT
Your Directors would like to thank all Bankers, Central Government,
State Government, Reserve Bank of India, Financial Institutions, Share
Holders, Customers, Dealers, Suppliers and all other business
associates for the continued support given by them to the Company and
their confidence in its management. Your Directors also place on record
their deep sense of appreciation for the services rendered by the
employees of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In compliance with the requirement of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988, the statement showing
the particulars in relation to conservation of energy, technology
absorption and foreign exchange earnings and outgoing is furnished and
form part of this report as per Annexure-A.
For & On behalf of the Board
M. D. Saraf
Mumbai, 22nd May, 2013 Chairman
Mar 31, 2012
The Directors of your Company have pleasure in presenting the 20th Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
(Rs. In Lakhs)
Particulars Standalone Consolidated
2011-12 2010-11 2011-12 2010-11
Gross Turnover and Other Income 57297.34 48900.42 67520.50 59483.35
Profit Before Interest,
Depreciation and Taxation
(EBIDT) 6581.43 8964.75 7008.75 9329.29
Less: Interest 722.33 789.63 1141.72 867.02
Profit before Depreciation and
Taxation (EBDT) 5858.55 8175.14 5867.03 8462.27
Less: Depreciation 2920.44 3515.50 3145.18 3647.46
Profit Before Tax (PBT) 2938.11 4659.63 2721.84 4814.80
Less: Provision for Taxation
(including deferred Tax) 1107.65 1315.94 1195.03 1480.34
Net profit for the Year 1830.46 3343.70 1526.81 3334.46
Add: Surplus brought forward
from previous year 4964.34 2459.38 4824.96 2609.49
(Rs. In Lakhs)
Particulars Standalone Consolidated
2011-12 2010-11 2011-12 2010-11
Profit available for
Appropriation 6794.80 6026.49 6959.04 6694.81
Appropriation
Transfer to General Reserve 0.00 80.00 200.00 733.38
Proposed Dividend 315.27 315.27 315.27 315.27
Dividend Distribution Tax 51.14 52.36 51.14 52.36
Balance Carried to Balance Sheet 6428.39 4964.34 6152.13 4824.96
PERFORMANCE
FY 2011-12 was a challenging year. The global economy, barely a year
after recession, witnessed lower economy growth, resulting primarily
from the euro zone debts crisis. The European economies stagnated and
the US witnessed a downgrade in its credit rating, while the growth
engines of the global economy, China and India were forced to tighten
liquidity to tame rising inflation.
Despite these constraints and the challenging environment, the Company
performed reasonably well. The gross sale and other income for the
financial year under review were Rs. 57297.34 Lakhs against Rs. 48900.42
Lakhs for the previous financial year. An increase of 17%. Total PAT
for the year stood at Rs.1830.46 Lakhs against Rs.3343.70 Lakhs for the
previous year.
On consolidation basis the gross sale and other income for the
financial year under review were Rs.67520.50 Lakhs against Rs. 59483.35
Lakhs for the previous financial year. Total PAT for the year stood at
Rs. 1526.81 Lakhs against Rs. 3334.46 Lakhs for the previous year.
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1 i.e.10% per
equity share of Rs. 10/-, subject to the approval of shareholders at
their Annual General Meeting. The dividend, if declared as above, would
involve an outflow of Rs. 315.27 Lakhs towards dividend and Rs. 51.14
Lakhs towards Dividend Distribution tax, resulting in a total outflow
of Rs. 366.41 Lakhs.
DEPOSIT
During the year ended on 31st March 2012 the Company has not accepted
any Fixed Deposits from the public under section 58A and 58AA of the
Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1915.
DISINVESTMENT
During the year Company sold its entire investment in Technocraft
(Hungary) kft, situated in Hungary, for a total sum of 18.32 Million.
DIRECTORS
Mr. S.B.Agarwal & Mr. Anand Didwania., Directors, retire from the Board
by rotation and eligible have offered them for re-appointment at
ensuing Annual General Meetings. The Notice convening Annual General
Meeting includes the proposals of re-appointment of Directors.
Brief resume of the above Directors, their expertise in specific
functional area, name of the Public Limited companies in which they
hold the directorship and their shareholdings in the Company, as
stipulated under clause 49 of the Listing Agreement are given in the
Report on Corporate Governance forming part of Annual Report.
STATURORY AUDITORS
The present Statutory Auditors of the Company M/s M.L.Sharma & Co,
Chartered Accountants (Registration No. 109963W), Mumbai, retire as
statutory auditors at the conclusion of this Annual General Meeting of
the Company. They are eligible for re-appointment and Company received
a certificate from them that their reappointment, if made, would be
within the limit specified under section 224 (1B) of the Companies Act,
1956 and they are not disqualified for such an appointment within the
meaning of sub section (3) and (4) of section 226 of the Companies Act,
1956. Their appointment is recommended by the Board.
AUDITORS' REPORT
The observation made in the Auditors' Report, read together with the
relevant notes thereon are self- explanatory and hence, do not call for
any comments under section 211(3) of the Companies Act, 1956. The
Auditors' Report on consolidated Accounts is also attached. The
Consolidated Accounts have been prepared in accordance with the
Accounting Standards prescribed by The Institute of Chartered
Accountants of India.
COST AUDIT
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, M/s. Kedia
& Co., Cost Accountants (Regn. No. 198) were appointed as Cost Auditors
to conduct audit of cost records for Steel Industry for the financial
year 2011-12.
The Cost Audit Report for the Financial year 2011-12 is due to be filed
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year (i.e. dt: 21.09.2012). Therefore, the completion
of Cost Records & Cost Audit of the same is in progress.
CONSOLIDATED FINANCIALS
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8th February, 2011, issued a direction under section 212(8) of
the Companies Act, 1956; that the provision of section 212 shall not
apply to companies in relation to their subsidiaries, subject to
fulfill certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of your companies at the
meeting held on 28th May, 2012, approved the Audited Consolidated
Financial Statements for the financial year 2011-12 in accordance with
the Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India as well as clause 32
of Listing Agreement, which includes financial information of all its
subsidiaries and forms part of this Annual Report.
The Annual Accounts and financials of all the subsidiaries of your
company and related details information shall be made available to
members on request and are open for inspection at the registered office
of the Company. Your Company has complied with all the conditions as
stated mentioned under the circular and accordingly not attached the
financial statements of the subsidiaries for the financial year
2011-12. A statements of summarized financials of all the subsidiaries
of your company including capital, reserve, total assets, total
liabilities, details of investment, turnover etc. pursuant to General
Circular issued by the Ministry of Corporate Affairs, forms part of
this report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion & Analysis, Corporate Governance
Report and Auditors' Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report.
CORPORATE SOCIAL RESPONSBILITY
Technocraft has adopted a philosophy of supporting rural development
through education and social infrastructure. Technocraft is
implementing a very important educational project, The project consist
of a world class technical training institute located in a 9 acres plot
in collaboration with Nettur Technical Training Foundation (NTTF). The
school has already been running and hostel buildings are almost ready.
The School conduction Diploma courses in Mechatronics and Tool and die
Making. These are jobs oriented courses and will upgrade the lives of
the student substantially.
The Technocraft also maintain emergency health care services and has an
ambulance in place for the use of local community. Technocraft is
committed to protection of environment and are continuously planting
trees and taking all measures for complete and efficient pollution
control.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed review of operation, performance and future outlook of
your company and its business is given in the Management and Discussion
Analysis, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees of the Company, as required under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 for the year ended 31st March, 2012.
Employees employed throughout the financial year 2011-2012 and who
received remuneration for the financial year in the aggregate of not
less than 60, 00,000/- per annum.
Name Designation Age Qualification
Mr S.K.Saraf Managing 65 B.Tech.
Director
Mr.S.M.Saraf Managing 63 B.Tech.
Director
Mr. Navneet Saraf Chief Operation 34 B.E.(Mech.) Officer
Mr. Ashish Saraf Chief Financial 30 C.A.(Inter) Officer
Name Date of
Experience Commencement Gross
of employment Remuneration
Mr S.K.Saraf 40 Years 28.10.1992 146.40
Mr.S.M.Saraf 39 Years 28.10.1992 146.40
Mr. Navneet Saraf 12 Years 23.12.2006 73.20
Mr. Ashish Saraf 10 Years 23.12.2006 73.20
Notes:
Gross Remuneration includes Salary, Bonus, Allowances & Commission.
DIRECTORS' RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
of the Company confirm that:
1. in the preparation of annual accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departure;
2. the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2012 and of the Profit of the Company for the
year ended on that date;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a 'going concern1 basis.
ACKNOWLEDGEMENT
Your Directors would like to thank all Bankers, Central Government,
State Government, Reserve Bank of India, Financial Institutions, Share
Holders, Customers, Dealers, Suppliers and all other business
associates for the continued support given by them to the Company and
their confidence in its management. Your Directors also place on record
their deep sense of appreciation for the services rendered by the
employees of the Company.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In compliance with the requirement of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988, the statement showing
the particulars in relation to conservation of energy, technology
absorption and foreign exchange earnings and outgoing is furnished and
form part of this report as per Annexure-A
For & On behalf of the Board
M.D.Saraf
Chairman
Mumbai, 28th May, 2012
Mar 31, 2011
Dear Members,
Directors of your Company have pleasure in presenting the Nineteenth
Annual Report together with the Audited Statement of Accounts for the
year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
(Rs. In Lakhs)
Particulars Standalone Consolidated
2010-11 2009-10 2010-11 2009-10
Gross Turnover and Other
Income 48900.42 40831.59 59480.86 48664.85
Profit Before Interest,
Depreciation and Taxation 8964.76 7193.04 9329.29 8457.12
Less: Interest 789.62 566.82 867.02 697.03
Profit before Depreciation
and Taxation 8175.14 6626.22 8462.27 7760.09
Less: Depreciation 3515.50 2151.62 3647.46 2277.17
Profit Before Tax (PBT) 4659.64 4474.60 4814.81 5482.92
Less: Provision for Taxation
(including deferred Tax) 1425.02 1496.17 1578.88 1494.24
Net profit for the Year 3234.62 2978.43 3226.93 3988.68
Add: Surplus brought
forward from previous year 2459.38 3252.40 2609.49 1981.27
Profit available for
Appropriation 5803.09 6212.69 5739.62 5748.29
Appropriation
Transfer to General Reserve 80.00 3200.00 733.38 3200.00
Proposed Dividend 315.27 472.90 315.27 472.90
Dividend Distribution Tax 52.36 80.37 52.36 80.37
Balance Carried to
Balance Sheet 5355.46 2459.42 4638.61 1995.02
PERFORMANCE
The gross sale and other income for the financial year under review
were Rs.48900.42 Lakhs against Rs.40831.59 Lakhs for the previous
financial year registering an increase of 19%. Total PAT for the year
stood at Rs. 3234.62 Lakhs against Rs. 2978.43 Lakhs for the previous
year registering an increase of 8%.
The performance on a consolidated basis is also impressive and
registered an increase of 22% in Gross Income. Decrease in PAT is due
to higher depreciation of China's Project.
DIVIDEND
Your Directors are pleased to recommend final dividend of Rs 1.00
i.e.10% per equity share of Rs. 10/-, subject to the approval of
shareholders at their Annual General Meeting. The final dividend, if
declared as above, would involve an outflow of Rs 315.27 Lakhs towards
dividend and Rs. 52.36 Lakhs towards Dividend Distribution tax,
resulting in a total outflow of Rs. 367.63 Lakhs.
DEPOSIT
During the year ended on 31st March 2011, the Company has not accepted
any Fixed Deposits from the public under section 58A and 58AA of the
Companies Act, 1956 r/w Companies (Acceptance of Deposit) Rules, 1975
AMALGAMATION
Technocraft Export Private Limited, a 100% subsidiary of the Company,
was amalgamated by the order of Hon'ble Bombay High Court on 06th May,
2011. The appointed date of the scheme was 01st April, 2009. Please
refer Note No. 2. M (I) of Schedule 20 of Notes to Accounts of
Standalone Financials for further details.
DIRECTORS
Mr. Pankaj Toprani & Mr. M.D.Saraf, Directors, retire from the Board by
rotation and as they are eligible they have been offered re-appointment
at ensuing Annual General Meetings. The Notice convening Annual General
Meeting includes the proposals of re-appointment of Directors.
Brief resume of the above Directors, their expertise in specific
functional area, name of the Public Limited companies in which they
hold the directorship and their shareholdings in the Company, as
stipulated under clause 49 of the Listing Agreement are given in the
Report on Corporate Governance forming part of Annual Report.
AUDITORS
The present Statutory Auditors of the Company M/s M.L.Sharma & Co,
Chartered Accountants (Registration No. 109963W), Mumbai, retire as
statutory auditors at the conclusion of this Annual General Meeting of
the Company. They are eligible for re-appointment and Company received
a certificate from them that their reappointment, if made, would be
within the limit specified under section 224 (1B) of the Companies Act,
1956 and they are not disqualified for such an appointment within the
meaning of sub section (3) and (4) of section 226 of the Companies Act,
1956. Their appointment is recommended by the Board.
AUDITORS' REPORT
The observation made in the Auditors' Report, read together with the
relevant notes thereon are self- explanatory and hence, do not call for
any comments under section 217(3) of the Companies Act, 1956. The
Auditors' Report on consolidated Accounts is also attached. The
Consolidated Accounts have been prepared in accordance with the
Accounting Standards prescribed by The Institute of Chartered
Accountants of India.
CONSOLIDATED FINANCIALS
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8th February, 2011, issued a direction under section 212(8) of
the Companies Act, 1956; that the provision of section 212 shall not
apply to companies in relation to their subsidiaries, subject to
fulfill certain conditions mentioned in the said circular with
immediate effect. The Board of Directors of your companies at the
meeting held on 29th July, 2011, approved the Audited Consolidated
Financial Statements for the financial year 2010-11 in accordance with
the Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India as well as clause 32
of Listing Agreement, which includes financial information of all its
subsidiaries and forms part of this Annual Report.
The Annual Accounts and financials of all the subsidiaries of your
company and related details information shall be made available to
members on request and are open for inspection at the registered office
of the Company. Your Company has complied with all the conditions as
stated mentioned under the circular and accordingly not attached the
financial statements of the subsidiaries for the financial year
2010-11. A statements of summarized financials of all the subsidiaries
of your company including capital, reserve, total assets, total
liabilities, details of investment, turnover etc. pursuant to General
Circular issued by the Ministry of Corporate Affairs, forms part of
this report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion & Analysis, Corporate Governance
Report and Auditors' Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report.
TRANSFER TO RESERVE
Your company proposed to transfer Rs 80 lakhs to the General Reserve.
Accounts of Rs 5355.46 lakhs is proposed to be retained in the profit
and loss account.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed review of operation, performance and future outlook of
your company and its business is given in the Management and Discussion
Analysis, which forms part of this report.
PARTICULARS OF EMPLOYEES
Particulars of Employees of the Company, as required under section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 for the year ended 31st March, 2011
Employees employed throughout the financial year 2010-2011 and who
received remuneration for the financial year in the aggregate of not
less than Rs 60, 00,000/- per annum
(Rs In Lakhs)
Date of
Name Designation Age Qualific
-ation Experience Commenc
-ement Gross
of emplo
-yment Remuner
-ation
Mr. S.K.Saraf Managing 64 B.Tech. 39 28.10.
1992 146.40
Director Years
Mr.S.M.Saraf Managing 62 B.Tech. 38 28.10.
1992 146.40
Director Years
Mr. Navneet
Saraf Chief
Operation 33 B.E.(Mech.) 11 23.12.
2006 73.20
Officer Years
Mr. Ashish
Saraf Chief
Financial 29 C.A.(Inter) 9
Years 23.12.
2006 73.20
Officer
Notes:
- Gross Remuneration includes Salary, Bonus, Allowances & Commission
DIRECTORS' RESPONSBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
of the Company confirm that:
1. in the preparation of annual accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departure;
2. the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2011 and of the Profit of the Company for the
year ended on that date;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the Annual Accounts have been prepared on a 'going concern' basis
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
In compliance with the requirement of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988, the statement showing
the particulars in relation to conservation of energy, technology
absorption and foreign exchange earnings and outgoing is furnished and
form part of this report as per Annexure-A.
GROUP
Persons constituting group within the definition of group as defined in
the Monopolies and Restrictive Trade Practice Act, 1969. For the
purpose of Regulation 3(1) (e) of the Securities and Exchange Board of
India (Substantial Acquisition of Share and Takeover) Regulation, 1997,
includes the following:-
Sr. No. Name of the Person/Entity
1. Madhoprasad Saraf
2. Sharad Kumar Saraf
3. Sudarshan Kumar Saraf
4. Shanti Devi Saraf
5. Shakuntala Saraf
6. Suman Saraf
7. Navneet Kumar Saraf
8. Ashish Kumar Saraf
9. Nidhi Saraf
10. Priyanka Saraf
11. Nidhi Saraf
12. Madhoprasad Saraf (HUF)
13. Sharad Kumar Saraf (HUF)
14. Sudarshan Kumar Saraf (HUF)
15. Navneet Kumar Saraf (HUF)
16. Ashish Kumar Saraf (HUF)
17. M.T.Information Technology
18. Ashrit Holdings Limited
19. Technocraft Tabla Formwork Systems Private Limited
20. Technosoft Information Technologies (I) Limited
21. M.D.Saraf Securities Pvt. Ltd
22. BMS Industries Limited
23. Shanti Seva Nidhi Trust
24 Saraf Welfare Trust
25. Jokiram Welfare Trust
26. Saraswati Dwarkadas Saraf Trust
27. Technocraft International UK
28. Technocraft Hungary
29. Technocraft Australia Pty
30. Technocraft Poland
31. Anhui Reliable Steel Technology Limited
ACKNOWLEDGEMENT
Your Directors would like to thank all Bankers, Central Government,
State Government, Reserve Bank of India, Financial Institutions, Share
Holders, Customers, Dealers, Suppliers and all other business
associates for the continued support given by them to the Company and
their confidence in its management. Your Directors also place on record
their deep sense of appreciation for the services rendered by the
employees of the Company.
For & On behalf of the Board
M.D.Saraf
Chairman
Place: Mumbai
Date: 03rd August 2011
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