Mar 31, 2014
Dear Members,
The Directors have immense pleasure in presenting the Twenty Fourth
Annual Report together with the Audited Accounts for the financial year
ended on 31 March, 2014.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year under report are summarized as
under:
FINANCIAL RESULTS (Rs. in Lac)
2013-14 2012-13
Net Sales and other Income 86,298.57 2,61,874.99
Gross Operating Profit (5,657.51) 36,383.65
Less: Interest & Bank Charges 48,917.07 30,127,12
Profit before Depreciation and (54,574.58) 6,256.53
amortization expenses and tax
Less: Depreciation and 2,024.70 1,981.96
amortization expenses
PROFIT BEFORE TAX (56,599.28) 4,274,57
Less: Tax expense
* Current year tax 1,480.62
* Income tax for earlier years 122.95
* Deferred Tax charge/(credit) 193,11 (214.65)
PROFIT AFTER TAX (56,792.39) 2,885.65
2. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE
During the year under review your company experienced downfall for the
first time in its history which was primarily attributable to the
slowdown in the project execution because the company did not receive
the banking support as expected. Further, due to prolonged recession
and shortage of funds, the Company approached for the corporate debt
restructuring. The CDR process is in its final stages and it is
expected that after the completion of CDR process the situation of the
Company would improve and the Company would be back on the growth
track.
In the financial year 2013-14, the Income from operations of the
Company has come down to Rs. 863 crore from Rs. 2619 crore in the
financial year 2012-13 and the Company has incurred as loss of Rs.
567.92 crore in the financial year 2013-14 as against a profit of Rs.
28.86 crore in the financial year 2012 13. The profitability of your
Company has been impacted due to steep fall in turnover and also due to
exceptionally high finance cost.
3. DIVIDEND
In absence of profit during the current financial year 2013-14, your
Board of Directors do not recommend any dividend for the financial year
under review.
4. DETAILS OF SUBSIDIARIES
At present, your Company has six subsidiaries, out of which four are
incorporated in India namely, Tecpro Energy Limited, Ajmer Waste
Processing Company Private Limited, Bikaner Waste Processing Company
Private Limited and Eversun Energy Private Limited and two subsidiaries
are incorporated outside India namely,Tecpro Systems (Singapore) Pte.
Limited in Singapore and PT.Tecpro Systems Indonesia, in Indonesia.
5. CONSOLIDATED FINANCIAL STATEMENTS
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Balance Sheet, the Statement of Profit and Loss, the
Reports of the Board of Directors and Auditors of the subsidiary
companies with the Balance Sheet of the Company. However, the Ministry
of Corporate Affairs, Government of India vide its circular no. 2/2011
dated February 8, 2011 has provided an exemption to companies from
complying with Section 212, provided such companies publish the audited
consolidated financial statements in the annual report. Accordingly,
the annual report of your Company for the financial year 2013-14
contains the audited consolidated financial statements of the Company
instead of the separate financial statements of all its subsidiaries
and the same are based on the financial statements received from
subsidiaries, as approved by their respective Board of Directors. The
consolidated financial statements have been prepared in accordance with
the Accounting Standard - 21 on''Consolidated Financial
Statements''notified under Section 211 (3C) of the Companies Act, 1956
read with the Companies (Accounting Standards) Rules, 2006, as
applicable.
Further, the Company hereby undertakes that the audited financial
statements and related information of subsidiaries of your Company will
be made available to the shareholders of the Company and the
shareholders of subsidiary companies, upon request at any point of
time. The financial statements of the subsidiary companies shall be
available for inspection during business hours at our head office, the
registered office of the Company and also at the registered offices of
the respective subsidiaries.
6. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis Statement is annexed to this Report.
7. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to clause 49 of the Listing
Agreement is annexed to this Report.
8. DIRECTORS
During the period under report, Mr. Aditya Gabrani, Whole- time
Director and Mr. Arvind Kumar Bishnoi, Whole-time Director and Mr.
Jatinder Pal Singh, Director resigned from their offices w.e.f. 30th
September 2013, 12th November 2013 and 12th March 2014 respectively.
Mr. Amar Banerjee, Whole-time Director of the Company was appointed as
Managing Director in the Meeting of the Board of Director of the
Company held on 9th June 2014. The resolution for his appointment forms
part of the notice for convening the Annual General Meeting.
Also, Mr. Suresh Kumar Goenka and Mr. Sakti Kumar Banerjee, Directors
of the Company retire by rotation at the forthcoming Annual General
Meeting of the Company being considered for reappointment.
9. AUDITORS
The tenure of M/s M. S. Krishnaswami & Rajan, Statutory Auditors of the
Company will expire at the forthcoming Annual General Meeting of the
Company. It is proposed to re-appoint the retiring auditors for a
period of 4 years in view of the Companies Act, 2013 read with Rule 6
(3) of the Companies (Audit and Auditors) Rules, 2014. A requisite
consent and certificate as prescribed under second and third proviso of
Section 139(1) of the Companies Act, 2013 ("the Act") read with Section
141 of the Act together with the rules prescribed thereunder and
furnished by the retiring auditors have already been received by the
Company. The approval of the re-appointment of M/s M.S. Krishnaswami &
Rajan, Chartered Accountants, as Statutory Auditors of the Company for
the period of 4 years starting from the end of the forthcoming 24th
Annual General Meeting till the conclusion of the 28th Annual General
Meeting by the members is due to be accorded in the ensuing Annual
General Meeting and the draft resolution for their re-appointment forms
part of the notice for convening the Annual General Meeting.
The Auditors'' report and notes to the financial statements are self
explanatory and do not call for any further comments except on the
qualifications highlighted by the auditors in their Auditor Report. The
explanations to the auditors'' qualification are given below:
1. Explanations to para 4(i) to the Auditors Report :The Results of
the year in respect of entities listed In Note 32 have been affected by
liquidity crunch. However, these entities have a healthy order book
position and considering the current business plans of these entities,
the management is of the view that there is no permanent diminution in
value of its investments in these companies. Further, there is a
continuous process of assessment of the carrying value and the business
plans of all entities in which the company has significant investments
and in the event the management decides to shelve, alter or reorganize
its plans in these entities, the diminution in value if any, will be
reckoned in the Revenue.
2. Explanations to paral(ii) of the annexure to the Auditors Report:
The Company has a practice of verifying all its fixed assets but due to
resource constraints was not able to complete the said verification at
all locations during the year. This has been taken up and completed
subsequent to the year-end and no material discrepancy has been noted
as compared to the books. The earlier practice of completion of
verification of fixed assets and reconciliation with books before the
end of the year will be ensured in future.
3. Explanations to para 8 of the annexure to the Auditors Report: With
regard to undisputed statutory dues remaining unpaid and the defaults
in repayment of dues to banks/financial institution highlighted in the
Auditors'' Report, this arose mainly due to the liquidity crunch faced
by the Company. Once the CDR is approved, there would be sufficient
liquidity to ensure complete payment of such dues outstanding as well
as prompt payment of the same in future.
4. Explanations to para 12 of the annexure to the Auditors Report :
The term loan availed of Rs.30 Crores is also towards reimbursement of
expenditure already incurred and therefore, the utilization of the term
loan was in accordance with terms governing the same.
5. Explanations to para 13 of the annexure to the Auditors Report: The
mismatch is due to significant fall in the collection pertaining to
long term projects-retention and running receivables during 2013-14.
Further there is an increase in the short term bank borrowing position
as on 31.03.2014 contributed for this mismatch of current and
non-current utilisation. The company has not made any new investment
during the year under review.
As regards other matters which Auditors have drawn attention to in
their report:
a. For reasons explained in this Report, the Company had decided to
approach the banks through the corporate debt restructuring (CDR)
process for restructuring of its debt. Once, the CDR is approved, there
would be sufficient liquidity to enable the Company meet its
obligations as and when it falls due and undertake to complete the
stalled projects. The spin-off effect will be that all debts
highlighted in Note 30(ii) and 30(iii) will be progressively realized
since the customers would then become confident of the deliverables.
The encashment of Bank guarantees (including performance guarantees) by
certain customers has not been followed by cancellation of the orders
In the circumstances, the Company remains confident that the continuous
steps / engagement with the customers will result in realization of
dues highlighted.
b. Circularization of balances of Debtors/Vendors is an annual
exercise which the Company undertakes. In the exceptional circumstances
prevailing, this exercise was started subsequent to the year-end. The
company remains confident that the completion of this exercise would
not have a material effect on the results of the year.
Pursuant to the provisions under Companies (Audit and Auditors) Rules,
2014 the Company is required to get the cost accounting records of the
Company audited by a Cost Auditor for the financial year 2014-15
onwards audited by a Cost Auditor. In view of the above, M/s N. K. Jain
And Associates, Cost Accountants, who were also the Cost Auditors of
the Company for the financial year 2013-14, were appointed as the Cost
Auditor of the Company for the financial year 2014-15 by the Board of
Directors of the Company.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:-
(i) that in the preparation of the annual accounts for the financial
year ended 31 March, 2014, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company for the financial year ended 31 March, 2014
and of the profit or loss of the Company for that period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(iv) that the directors had prepared the annual accounts for the
financial year ended 31 March, 2014 on a going concern basis.
11. FIXED DEPOSITS
The Company has not invited/accepted any Fixed Deposits during the
year, as such, no amount of principal or interest on fixed deposits was
outstanding on the date of the Balance Sheet.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to 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, particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed as
Annexure-A and form part of the Directors''Report.
13. HUMAN RESOURCES
During the period under review the dedicated employees of the Company
supported the company in providing quality services to its clients. The
Company believes that it has one of the best teams in the industry. The
regular interaction with the employees at all levels helps the Company
in maintaining cordial and harmonious industrial relations.
14. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2 A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the names and other particulars of employees
are set out in the Annexure-B to the Directors''Report. In terms of
Section 219(1 )(b)(iv) of the Act, the report and accounts are being
sent to the shareholders excluding the aforesaid annexure. Any
shareholder interested in obtaining copy of the same may write to the
Company Secretary at the registered office of the Company.
ACKNOWLEDGEMENT
We thank our bankers for their continued support during the year. We
also thank Government of India, State Governments and concerned
Government Authorities/Departments for their co-operation. We
appreciate and value the support of our customers, vendors, employees
and investors and place on record our appreciation for the contribution
made by them.
For and on behalf of the Board of
Tecpro Systems Limited
Sd/- Sd/-
Amul Gabranl Ajay Kumar Bishnoi
Vice Chairman & Managing Director Chairman & Managing Director
DIN-00016556 DIN-00013917
Place : New Delhi
Date ; 23 August, 2014
Mar 31, 2013
Dear Members,
The Directors have immense pleasure in presenting the Twenty Third
Annual Report together with the Audited Accounts for the fnancial year
ended on 31 March, 2013.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year under report are summarized as
under:
FINANCIAL RESULTS
2012-13 2011-12
(Rs. in Lac) (Rs. in Lac)
Net Sales and other Income 2,61,874.99 2,54,122.23
Gross Operating Proft 36,383.65 40,492.31
Less: Interest & Bank Charges 30,127.12 19,677.99
Proft before depreciation and
amortization expenses and tax 6,256.53 814.32
Less: Depreciation and
amortization expenses 1,981.96 1,349.27
Proft before tax 4,274.57 19,465.05
Less: Tax expense
- Current year tax 1,480.62 6,639.03
- Income tax for earlier years 122.95 63.66
- Deferred Tax charge/ (credit) (214.65) 269.36
Proft after tax 2,885.65 12,493.00
2. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE
During the year under review, the growth of the Infrastructure Sector
particularly the power sector remained slow. The power sector
continued to be plagued with issues of resource shortage, poor State
Electricity Board fnances and land allocation & environmental
clearances leading to non-fnalization of new orders. Thus lesser number
of power projects were commissioned during the year leading to subdued
order infows for EPC companies.
In such challenging times, your Company continued to strive for orders
on the back of its leadership position and strong track record in the
material handling space. In the fnancial year 2012-13, your company
improved its order infow by 19% to Rs. 2,550 crore compared to Rs.
2,150 crore in the previous year. Most of the orders continued to be
repeat orders which is testament to the trust our clients put in us.
Further, diversifcation of the business in International market has
been a signifcant step for your Company as a major boost came from
export markets wherein your Company secured orders to the tune of Rs.
500 crore. The Company continues to look to diversify its oferings in
Material Handling, Ash Handling, BoP, Waste Heat Recovery and Solar
Power Projects.
However, as power remains the cornerstone of the country''s growth, the
government has initiated several reforms during the year, which would
change the pace of progress for the power sector going forward and
revive the investment cycle. The macroeconomic indicators have also
started looking up and we see a positive year ahead.
On the fnancial front, your Company achieved a turnover of Rs. 2,610.45
crore in the fnancial year 2012-13 as compared to Rs. 2,529.66 crore in
the fnancial year 2011-12 and the proft after tax for fnancial year
2012-13 is Rs. 28.86 crore in comparison to Rs. 124.93 crore during the
fnancial year 2011-12. The proftability of your Company has been
impacted due to various factors including exceptionally high fnance
cost.
3. DIVIDEND
In order to conserve the resources of the Company, your Board of
Directors do not recommend any dividend for the fnancial year under
review.
4. MERGER OF TWO SUBSIDIARIES WITH THE COMPANY
During the period under review, two wholly owned subsidiaries of your
Company viz. Ambika Projects (India) Private Limited (APIPL) and Tecpro
Trema Limited (TTL) were merged with the Company with efect from 25
March, 2013. The appointed date for the merger was 1 April, 2011.
This merger has resulted in greater synergies between the businesses of
APIPL, TTL and your Company by efectively pooling the technical and
marketing skills of all the three companies as an integrated entity and
also enabled efective management and unifed control of operations and
optimal utilization of resources built by them. The merger has also
enabled better utilization of manpower and also helped in reduction of
administrative and other common costs.
5. DETAILS OF SUBSIDIARIES
At present, your Company has six subsidiaries, out of which four are
incorporated in India namely, Tecpro Energy Limited, Ajmer Waste
Processing Company Private Limited, Bikaner Waste Processing Company
Private Limited and Eversun Energy Private Limited and two subsidiaries
are incorporated outside India namely, Tecpro Systems (Singapore) Pte.
Limited in Singapore and PT. Tecpro Systems Indonesia, in Indonesia.
6. CONSOLIDATED FINANCIAL STATEMENTS
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Balance Sheet, the Statement of Proft and Loss, the
Reports of the Board of Directors and Auditors of the subsidiary
companies with the Balance Sheet of the Company. However, the Ministry
of Corporate Afairs, Government of India vide its circular no. 2/2011
dated February 8, 2011 has provided an exemption to companies from
complying with Section 212, provided such companies publish the audited
consolidated fnancial statements in the annual report. Accordingly, the
annual report of your Company for the fnancial year 2012-13 contains
the audited consolidated fnancial statements of the Company instead of
the separate fnancial statements of all its subsidiaries and the same
are based on the fnancial statements received from subsidiaries, as
approved by their respective Board of Directors. The consolidated
fnancial statements have been prepared in accordance with the
Accounting Standard - 21 on ÂConsolidated Financial
Statements'' notifed under Section 211 (3C) of the Companies Act, 1956
read with the Companies (Accounting Standards) Rules, 2006, as
applicable.
Further, the Company hereby undertakes that the audited fnancial
statements and related information of subsidiaries of your Company will
be made available to the shareholders of the Company and the
shareholders of subsidiary companies, upon request at any point of
time. The fnancial statements of the subsidiary companies shall be
available for inspection during business hours at our head ofce, the
registered ofce of the Company and also at the registered ofces of the
respective subsidiaries.
7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis Statement is annexed to this Report.
8. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to Clause 49 of the Listing
Agreement is annexed to this Report.
9. DIRECTORS
During the period under report, Mr. Narayanan Krishnan was appointed on
the Board as Nominee Director of State Bank of India, the Lead Banker
of the Consortium of Bankers of the Company w.e.f. 14 February, 2013.
Mr. Achal Ghai, Director of the Company resigned from the directorship
of the Company w.e.f. 30 May, 2013 and Mr. Jatinder Pal Singh was
appointed as Director to fll up casual vacancy caused due to
resignation of Mr. Achal Ghai on the same date.
Mr. Amar Banerjee, Whole-time Director of the Company was appointed on
1 April, 2011 for a period of two years. Since the term of
ofce of Mr. Banerjee was going to expire on 31 March, 2013, he was
re-appointed by the Board of Directors in their meeting held on 14
February, 2013 for another period of two years w.e.f. 1 April, 2013,
subject to the approval of members. The approval of his appointment by
the members is due to be accorded in the ensuing Annual General Meeting
and the resolution for his re-appointment forms part of the notice for
convening the Annual General Meeting.
Also, Mr. Aditya Gabrani, Mr. Anunay Kumar and Mr. Satvinder Jeet Singh
Sodhi, Directors of the Company retire by rotation at the forthcoming
Annual General Meeting of the Company and being eligible ofer
themselves for re-appointment.
10. AUDITORS
a. STATUTORY AUDITORS AND THEIR REPORT
M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold ofce till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received a
certifcate from the Auditors to the efect that their appointment, if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualifed for such
re-appointment within the meaning of Section 226 of the Act.
The Auditors'' report and notes to the fnancial statements are self
explanatory and do not call for any further comments except in respect
of para (ix)(a) and para (xi) of Annexure to the Auditors'' Report
explanation to which is given below:
"Due to overall slowdown in the economy there has been pressure on
collections which impacted the regular fow of cash into the system
resulting in delays in payments of statutory dues. Further, since the
money was stuck in projects under execution, the Company could not
service the banks outstanding as per the schedule. The mismatch in
cashfow was further compounded by delays in sanction/disbursement of
assessed working capital limits by banks. The eforts are being made by
the Company to avoid occurrence of such delays in future."
b. COST AUDITORS
Pursuant to the order no. F. No. 52/26/CAB-2010 dated January 24, 2012
of Ministry of Corporate Afairs, the Company has been covered under the
Companies (Cost Accounting Records) Rules, 2011 under the Industry-
Engineering Machinery (incl. electrical & electronic products) under
the Chapter heading 84 & 85 of the Central Excise Tarif Act, 1985 and
accordingly as per the aforementioned order, the Company is required to
get the cost accounting records of the Company audited by a Cost
Auditor for the fnancial year 2012-13 onwards.
In view of the above, M/s N. K. Jain And Associates, Cost Accountants
were appointed as the Cost Auditors of the Company for the fnancial
year 2012-13. The last date for fling of the Cost Audit Report for the
fnancial year 2012-13 is 27 September, 2013 and the same will be fled
within the prescribed time.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confrmed:
(i) that in the preparation of the annual accounts for the fnancial
year ended 31 March, 2013, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of afairs of the Company for the fnancial year ended 31 March, 2013 and
of the proft or loss of the Company for that period;
(iii) that the directors had taken proper and sufcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(iv) that the directors had prepared the annual accounts for the
fnancial year ended 31 March, 2013 on a going concern basis.
12. FIXED DEPOSITS
The Company has not invited/accepted any Fixed Deposits during the
year, as such, no amount of principal or interest on fxed deposits was
outstanding on the date of the Balance Sheet.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to 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, particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed as
Annexure-A and form part of the Directors'' Report.
14. HUMAN RESOURCES
The professionally qualifed and experienced employees of the Company
helped it during the period under review to render efcient services to
its clients and also maintained its project execution track record. The
Company believes that the quality of services delivered by its
employees is among the best in the industry and helps the Company in
getting new orders and executing the projects in hand. The Company
regularly provides opportunities to its employees to enhance their
skills and knowledge both through external and internal training
sessions at regular intervals. It believes in maintaining cordial and
harmonious industrial relations.
15. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, the names and other particulars of employees
are set out in the annexure to the Directors'' Report. In terms of
Section 219(1)(b)(iv) of the Act, the report and accounts are being
sent to the shareholders excluding the aforesaid annexure. Any
shareholder interested in obtaining copy of the same may write to the
Company Secretary at the registered ofce of the Company.
ACKNOWLEDGEMENT
We thank our bankers, fnancial institutions for their continued support
during the year. We also thank the Government of various countries, the
Government of India, State Governments and concerned Government
Authorities/Departments for their co-operation. We appreciate and value
the support of our collaborators, customers, vendors and investors. We
place on record our appreciation for the contribution made by every
member of the Tecpro family.
For and on behalf of the Board of
Tecpro Systems Limited
Sd/- Sd/-
Place : Gurgaon Ajay Kumar Bishnoi Amul Gabrani
Date : 14 August, 2013 Chairman & Managing
Director Vice Chairman &
Managing Director
Mar 31, 2012
The Directors have immense pleasure in presenting the Twenty Second
Annual Report together with the Audited Accounts for the financial year
ended on March 31, 2012.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year under report are summarized as
under:
2011-12 2010-11
(Rs. in lac) (Rs. in Lac)
Net Sales and other income 254122.23 198562.72
Gross Operating Profit 40492.31 34339.55
Less: Interest & Bank Charges 19677.99 12309.68
Profit before Depreciation and
amortization 20814.32 22029.87
Less: Depreciation and amortization 1349.27 1027.86
PROFIT BEFORE TAX 19465.05 21002.01
Less: Tax expense
-current year tax 6639.03 7445.00
-Income tax for earlier years 63.66 73.49
-Deferred Tax charge/ (credit) 269.36 (138.87)
PROFIT AFTER TAX 12493.00 13622.39
2. DIVIDEND
Your Board of Directors has recommended a dividend @ 30% (Rs. 3/- per
share) on the Equity Shares for the financial year ended on March 31,
2012. The total outflow on account of dividend, if approved by the
shareholders, would be Rs. 1,759.86 Lac (including dividend
distribution tax of Rs. 245.64 Lac).
3. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE
During the financial year 2011-12, your Company has secured orders for
about Rs. 2,200 crore across all segments of Infrastructure sector
which include major orders from BHEL & NTPC among others. This is
despite of the fact that the power sector was facing various challenges
such as scarcity of coal, delays in environmental and land clearances
which in turn impacted the order inflow during the year. Your Company
is expecting the order inflow to improve this year in the wake of
various government initiatives in the form of power capacity addition
of 76,000 MW planned for XII five-year plan, enhancement of tariff by
State Electricity Boards, moderation of inflation and interest rates,
etc.
In terms of operational and financial performance, as a result of
smooth execution of projects your Company achieved a growth of 28.35%
in the income from operations which increased to Rs. 2,529.66 crore in
the financial year 2011-12 as against Rs. 1,970.92 crore in the
financial year 2010-11. However due to increase in interest cost there
is a dip in the profit by 8.29% from Rs. 136.22 crore in the financial
year 2010-11 to Rs. 124.93 crore in the current year.
4. MERGER AND ACQUISITIONS
During the period under review one of the subsidiaries of the Company
i.e. Microbase Infosolution Private Limited was merged with the Company
with effect from December 24, 2011. The appointed date for the merger
was April 1, 2011.
The Company has also acquired two companies namely, Ambika Projects
(India) Private Limited on August 19, 2011 & Eversun Energy Private
Limited on February 24, 2012.
Further one of the subsidiaries of the Company namely Tecpro
International FZE, Dubai has been closed and the Company has formed
another subsidiary in the name of PT Tecpro Systems Indonesia in
Indonesia on January 6, 2012 for undertaking trading in coal and other
minerals.
Also the Company is in the process of amalgamation of Tecpro Trema
Limited and Ambika Projects (India) Private Limited, wholly-owned
subsidiaries with the Company.
5. DETAILS OF SUBSIDIARIES
At present, your Company has eight subsidiaries, namely, Tecpro Energy
Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private
Limited, Bikaner Waste Processing Company Private Limited,
Ambika Projects (India) Private Limited and Eversun Energy Private
Limited including two subsidiaries incorporated outside India namely,
Tecpro Systems (Singapore) Pte Limited in Singapore and PT Tecpro
Systems Indonesia, in Indonesia.
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Balance Sheet, Profit and Loss account, the Reports of
the Board of Directors and Auditors of the subsidiary companies with
the Balance Sheet of the Company. The Ministry of Corporate Affairs,
Government of India vide its circular no. 2/2011 dated February 8, 2011
has provided an exemption to companies from complying with Section 212,
provided such companies publish the audited consolidated financial
statements in the annual report. Accordingly, the annual report of
financial year 2011-12 contains the consolidated financial statements
of the Company instead of the separate financial statements of all our
subsidiaries. The audited annual accounts and related information of
subsidiaries of your Company will be made available upon request. The
annual accounts of the subsidiary companies shall be available for
inspection during business hours at our head office and registered
office and at the registered office of the respective subsidiary. The
same will also be made available on our website, www.tecprosystems.com.
6. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis Statement is annexed to this Report.
7. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to clause 49 of the listing
agreement is annexed to this Report.
8. DIRECTORS
During the period under report, Mr. Subrata Kumar Mitra, an independent
director resigned from the directorship of the Company with effect from
May 7, 2012. The Board appreciates the contribution made by Mr. Mitra
during his tenure as director of the Company.
Also, Mr. Achal Ghai, Mr. Sakti Kumar Banerjee and Mr. Brij Bhushan
Kathuria, Directors of the Company retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible
offer themselves for re- appointment.
Mr. Arvind Kumar Bishnoi was appointed as Whole-time Director of the
Company for a period of three years with effect from April 1, 2009. He
was re-appointed on March 23, 2012 by the Board of Directors through a
resolution passed by circulation
for another period of five years with effect from April 1, 2012,
subject to the approval of shareholders. The resolution for his
reappointment forms part of the notice for convening the Annual General
Meeting.
9. AUDITORS AND THEIR REPORT
M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received a
certificate from the Auditors to the effect that their appointment, if
made, would be within the limits prescribed under Section 224(1 B) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the Act.
The Auditors' report and notes to the financial statements are self
explanatory and do not call for any further comments except in respect
of para (ix) (a) of Annexure to the Auditors' Report explanation to
which is given below:
"Provision for the said taxation has already been made in the financial
statements of the Company for the financial year 2011-12".
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed:-
(i) That in the preparation of the Annual Accounts for the financial
year ended March 31, 2012, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2012 and of the profit or loss of the Company for that period;
(iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(iv) That the directors had prepared the annual accounts for the
financial year ended March 31, 2012 on a going concern basis.
11. FIXED DEPOSITS
The Company has not invited/accepted any Fixed Deposits during the
year, as such, no amount of principal or interest on fixed deposits was
outstanding on the date of the Balance Sheet.
12. CONSERVATION OF ENERGY
Pursuant to 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 particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed as
Annexure-A and form part of the Directors' Report.
13. HUMAN RESOURCES
The professionally qualified and experienced employees of the Company
helped it during the period under review to render efficient services
to its clients and also maintained its project execution track record.
The Company believes that the quality of services delivered by its
employees is among the best in the industry and help the Company in
getting new orders and executing the projects in hand. The Company
regularly provides opportunities to its employees to enhance their
skills and knowledge both through external and internal training
sessions at regular intervals.
14. PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in Annexure B to the
Directors' Report.
ACKNOWLEDGEMENT
We thank our bankers, financial institutions, collaborators, customers,
government authorities and shareholders for their continued support
during the year. We place on record our appreciation of the
contribution made by our employees at all the levels.
For and on behalf of the Board of
Tecpro Systems Limited
Sd/- Sd/-
Place : Chennai Ajay Kumar Bishnoi Amul Gabrani
Date : May 24, 2012 Chairman & Managing Director Vice Chairman &
Managing Director
Mar 31, 2011
Dear Members,
The Directors have immense pleasure in presenting the Twenty First
Annual Report together with the Audited Accounts for the financial year
ended on March 31, 2011.
1. FINANCIAl HIGHLIGHTS
The Financial Results for the year under report are summarized as
under:
FINANCIAl RESulTS
2010-11 2009-10
(Rs. in lac) (Rs. in Lac)
Net Sales and other income 198562.72 147584.44
Gross Operating Profit 34339.55 24710.63
Less: Interest & Bank Charges 12309.68 7142.72
Profit before Depreciation and
amortization 22029.87 17567.91
Less: Depreciation and amortization 1027.86 732.83
PROFIT BEFORE TAX 21002.01 16835.08
Less: Provision for taxation
-Income tax for current year 7445.00 6000.00
-Income tax for prior years 76.52 44.34
-Deferred Tax charge/(credit) (138.86) (174.42)
-Fringe Benefit Tax for prior year (3.04) 0.67
PROFIT AFTER TAX 13622.39 10964.49
Add: Profit/(Loss) amount brought
forward from the - 20.99
Transferor Company for the year ended
March 31, 2009
Less: Adjustment in Profit and (loss) on
account of - (130.80)
Amalgamation
Add : Amount brought forward from
previous year 12525.82 4319.77
PROFIT AVAILABLE FOR APPROPRIATION 26148.22 15174.46
APPROPRIATIONS:
Proposed Dividend 1514.21 1326.71
Proposed Dividend Tax 245.64 225.48
Transfer to General Reserve 1362.24 1096.45
Profit carried forward 23026.12 12525.82
2. DIVIDEND
Your Board of Directors has recommended a dividend @ 30% (Rs. 3/- per
share) on the Equity Shares for the financial year ended on March 31,
2011. The total outflow on account of dividend, if approved by the
shareholders, would be Rs. 1,759.86 Lac (including dividend
distribution tax of Rs. 245.64 Lac).
3. SUCCESSFUL LISTING OF SHARES WITh BSE AND NSE
Your Company came out with an Initial Public Offer (IPO) of 75,50,000
Equity Shares of Rs. 10/- each for cash at a price of Rs. 355/- per
Equity Share. The Offer comprised fresh issue of 62,50,000 Equity
Shares by the Company and an Offer for Sale of 13,00,000 Equity Shares
by Metmin Investments Holdings Limited being the Selling Shareholder.
Out of the total offer 73,50,000 Equity Shares were offered to Public
and 2,00,000 Equity Shares were reserved for subscription by eligible
employees. The employees were offered a discount of Rs. 17/- per share.
The Offer constituted 14.96% of the post-offer share capital of the
Company. The net offer constituted 14.56% of the post-offer share
capital of the Company.
The IPO received excellent response from the investors and it was
oversubscribed by 24.44 times. The Equity Shares of your Company got
listed on Bombay Stock Exchange Limited and National Stock Exchange of
India Limited on October 12, 2010, Bombay Stock Exchange Limited being
the designated Stock Exchange.
4. CHANGE IN PAID UP SHARE CAPITAL
Pursuant to the IPO, 62,50,000 Equity Shares were allotted during the
period under report. After the said allotment, the paid-up Equity Share
Capital of your Company was increased from Rs. 44,22,37,910 (Rupees
forty four crore twenty two lakh thirty seven thousand nine hundred and
ten only) to Rs. 50,47,37,910 (Rupees ffty crore forty seven lakh
thirty seven thousand nine hundred and ten only).
5. DETAILS OF SUBSIDIARIES
Your Company was earlier holding 51% shares of Tecpro Trema Limited
(TTL), a subsidiary, which during the period under review became 100%
subsidiary of the Company on March 17, 2011 pursuant to purchase of
remaining 49% shares of TTL.
At present, your Company has seven subsidiaries, namely, Tecpro Energy
Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private
Limited, Bikaner Waste Processing Company Private Limited, Microbase
Infosolution Private Limited including two subsidiaries incorporated
outside India namely, Tecpro International FZE in Dubai and Tecpro
Systems (Singapore) Pte Limited in Singapore.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Balance Sheet, Profit and Loss account, the Reports of the
Board of Directors and Auditors of the subsidiary companies with the
Balance Sheet of the Company. The Ministry of Corporate Affairs,
Government of India vide its circular no. 2/2011 dated February 8, 2011
has provided an exemption to companies from complying with Section 212,
provided such companies publish the audited consolidated financial
statements in the annual report. Accordingly, the annual report of
financial year 2010-11 contains the consolidated financial statements of
the Company instead of the separate financial statements of all our
subsidiaries. The audited annual accounts and related information of
our subsidiaries will be made available upon request. The annual
accounts of the subsidiary companies shall be available for inspection
during business hours at our head offce and registered offce and at the
registered offce of the respective subsidiary. The same will also be
published on our website, www.tecprosystems.com.
06. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE
During the financial year 2010-11, your Company has bagged two more
Balance of Plant orders aggregating to Rs. 1,978 Crore besides an EPC
order worth Rs. 208 Crore. Further, your Company has entered into a
technical collaboration with Nanjing Triumph Kaineng Environment and
Energy Co. Limited of China for technology used for Waste Heat Recovery
("WHR") Power Projects. WHR is a new concept used in the Indian cement
industry where the gases produced during production of cement are used
as fuel to produce power which is used for captive consumption by the
cement plants. There are huge opportunities for this technology in the
Cement Industry. The Company has also entered into a license agreement
with Pneuplan Oy of Finland for use of Pneumatic extraction and
conveying system technology used for projects involving Dense Phase
Pneumatic Conveying for Fly Ash & Allied Materials. This technology
would give the Company an edge over its competitors.
The total income in financial year 2010-11 has increased to Rs.1985.63
Crore as against Rs. 1,475.84 crore in the financial year 2009-10
showing an increase of 34.54% and the Profit after tax has increased to
Rs. 136.47 Crore as against Rs. 109.64 Crore in the financial year
2009-10 showing an increase of 24.47%.
7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis Statement is annexed to this Report.
8. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to clause 49 of the listing
agreement is annexed to this Report.
9. AMALGAMATION OF A SUBSIDIARY
During the year under review, your Company has fled a Scheme of
Amalgamation with the Hon'ble High Court of Delhi for amalgamation of
Microbase Infosolution Private Limited ("MIPL"), a wholly owned
subsidiary of your Company with the Company ("the Scheme"). The Scheme
shall be benefcial to the interests of the stakeholders of both the
companies as well as public at large, as the amalgamation would create
overall synergies, enhance the asset base of your company and would
result in better administration and optimal utilization of resources of
both the companies.
10. DIRECTORS
During the year under report, Dr. Goldie Gabrani, Whole-time Director
of the Company tendered her resignation from the directorship on
November 10, 2010. In order to fll the casual vacancy created due to
her resignation, Mr. Aditya Gabrani was appointed as Director in Casual
Vacancy on the Board with effect from the same date to hold offce till
the date up to which Dr. Goldie Gabrani would have held offce had she
not resigned. Mr. Aditya Gabrani was simultaneously appointed as a
Whole-time director of the Company for a period of three years.
Mr. Anunay Kumar, Mr. Satvinder Jeet Singh Sodhi and Mr. Suresh Kumar
Goenka, Directors of the Company retiring by rotation at the
forthcoming Annual General Meeting of the Company, being eligible offer
themselves for re-appointment.
11. FIXED DEPOSITS
The Company has not invited/accepted any Fixed Deposits during the
year, as such, no amount of principal or interest on fxed deposits was
outstanding on the date of the Balance Sheet.
12. AUDITORS AND THEIR REPORT
M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold offce till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received a
certifcate from the Auditors to the effect that their appointment, if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualifed for such
re-appointment within the meaning of Section 226 of the Act.
The Auditors' report and notes to the accounts are self explanatory and
do not call for any further comments except in respect of para (ix) of
Annexure to the Auditors' report, explanation to which is given below:
Para (ix): Provision for the said taxation has already been made in the
financial statements of the Company for the financial year 2010-11.
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Director's Responsibility Statement, it
is hereby confrmed:- (i) That in the preparation of the Annual Accounts
for the financial year ended March 31, 2011, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
(ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as it give a true and fair view of the state
of affairs of the Company at the end of the financial year ended March
31, 2011 and of the Profit or loss of the Company for that period;
(iii) That the directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and for safeguarding the assets
of the Company and for preventing and detecting frauds and other
irregularities;
(iv) That the directors had prepared the annual accounts for the
financial year ended March 31, 2011 on a going concern basis.
14. CONSERVATION OF ENERGY
Pursuant to 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 particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed as
Annexure-A and forms part of the Directors' Report.
15. HUMAN RESOURCES
During the period under review, the Company has maintained cordial and
harmonious industrial relations. The effcient services rendered by the
employees at all levels have helped the Company in ensuring timely
execution of projects and achieving the desired targets by showing high
level of performance in the production and marketing of products of the
Company.
16. PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in Annexure B to the
Directors' Report.
ACKNOWLEDGEMENT
The Directors wish to thank the customers, dealers, bankers, financial
institutions, collaborators, consultants, government authorities and
shareholders for their continued support. They also wish to place on
record their appreciation of the hard work put in by the employees at
all levels during the period under report.
For and on behalf of the Board of
Tecpro Systems Limited
Sd/- Sd/-
Place : Gurgaon Ajay Kumar Bishnoi Amul Gabrani
Date : 25 May 2011 Chairman & Managing
Director Vice Chairman &
Managing Director
Mar 31, 2010
The Directors have immense pleasure in presenting the Twentieth Annual
Report together with the Audited Accounts for the Financial Year ended
on 31st March, 2010.
I.FINANCIAL HIGHLIGHTS
The Financial Results for the year are summarized as under:
FINANCIAL RESULTS
Particulars 2009-10 2008-09
(Rs. in Lac) (Rs. in Lac)
Net Sales and other income 147584.44 71605.10
Gross Operating Profit 24710.63 9807.77
Less: Interest & Bank Charges 7142.72 1307.83
Profit before Depreciation and
amortization 17567.91 8499.94
Less: Depreciation and amortization 732.83 311.98
PROFIT BEFORE TAX 16835.08 8187.96
Less: Provision for taxation
-Income tax for current year 6000.00 3040.00
-Income tax for prior years 44.34 37.56
-Deferred Tax charge (174.42) (12.58)
-Fringe Benefit Tax - 51'61
-Fringe Benefit Tax for prior year 0.67 2.63
PROFIT AFTER TAX 10964.49 5068.73
Add : Amount brought forward from
the transferor 20.99 Company for the
year ended March 31, 2009
Add : Amount brought forward from
previous year 4319.77 1378.15
PROFIT AVAILABLE FOR APPROPRIATION 15305.25 6446.88
APPROPRIATIONS
Interim Dividend - 1384.88
Dividend Distribution Tax - 235.36
Proposed Dividend 1326.71 -
Dividend Distribution Tax on
proposed dividend 225.47 -
General Reserve 1096.44 506.87
Profit (Loss) carried forward 12656.63 4319.77
The results of the Company for the Financial Year 2009-10 are not
comparable with that of the previous financial year due to the impact of
two amalgamations that took place during the financial year 2009-10.
2. DIVIDEND
Your Board of Directors has recommended a dividend @ 30% (Rs.3 per
share) on the Equity Shares for the financial year ended on 31sl March,
2010. The total outflow on account of dividend, if approved by the
shareholders, would be Rs.1,552.18 Lac (including dividend
distribution tax of Rs.225.47 Lac).
3. AMALGAMATION
The Scheme of Amalgamation of Blossom Automotive Private Limited, a
wholly owned subsidiary of your Company ("BAPL") with the Company ("the
Scheme") was approved by Hon'ble High Courts of Rajasthan and Delhi
during last financial year and the Scheme became effective after fling
of the copies of the orders of both the High Courts with the respective
Registrar of Companies. The amalgamation of BAPL with the Company
resulted in strengthening the balance sheet of your Company. Further,
during the year under review, two Companies namely, Tecpro Ashtech
Limited (TAL) and Tecpro Power Systems Limited (TPSL) amalgamated with
your Company. The objective of the Amalgamation was to create a single
robust entity to carry on businesses that are integrated and
complimentary in nature. The Scheme of Amalgamation of TAL and TPSL
with the Company was fled with the Hon'ble High Court of Bombay and
Delhi in August 2009 and was approved by the respective High Courts
vide their order dated November 20,2009 and March 4,2010. The
amalgamation became effective on March 31, 2010. We are pleased to
inform that the Amalgamation has strengthened the position of your
Company in terms of asset base, revenue and market share.
4. CHANGE IN SHARE CAPITAL
In accordance with the terms of the Scheme of Amalgamation of BAPL with
the Company and that of the Scheme of Amalgamation of TAL and TPSL with
the Company, the authorized share capital of BAPL, TAL and TPSL stood
merged with the authorized share capital of your Company and was
increased to Rs.127,90,00,000 (Rupees One Hundred Twenty Seven Crore
and Ninety Lakhs Only). The shareholders of erstwhile TAL and
erstwhile TPSL were issued 1,65,26,291 equity shares of the Company in
(he exchange ratio specified in The Scheme of Amalgamation of TAL and
TPSL with the Company, After The said allotment, The paid-up equity
share capital of your Company was increased from Rs.27,69,75,000
(Rupees twenty seven crore sixty nine lakhs and seventy five thousand
only) to Rs.44,22,37,910 (Rupees forty four crore twenty two lakhs
thirty seven thousand nine hundred and ten only). Since, BAPL was a
wholly-owned subsidiary of your Company no shares were allotted on
account of amalgamation.
5. SUBSIDIARIES
During the period under review, your Company acquired the entire
shareholding of Microbase Infosolution Private Limited (MIPL), a
company engaged in the business of developing, producing, buying,
selling, importing, exporting, leasing, repairing, exchanging all kinds
of computer software, hardware and programme of all kinds of computer
aided engineering, software for micro processor based systems. MIPL
became a wholly-owned subsidiary of your Company on April 15,2010.
Currently, your Company has seven subsidiaries, namely, Tecpro Energy
Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private
Limited, Bikaner Waste Processing Company Private Limited and Microbase
Infosolution Private Limited and other two subsidiaries are established
outside India namely, Tecpro International FZE in Dubai and Tecpro
Systems (Singapore) Pvt. Ltd. in Singapore.
As required under Section 212 of the Companies Act, 1956, the Audited
Statement of Accounts, the Reports of the Board of Directors and
Auditors of the subsidiary companies are attached with The financial
statements of The Company.
6. FINANCIAL PERFORMANCE
Since, BAPL, TAL and TPSL have been merged with the Company; The
financials of the Company for the period under review have been
prepared after merging the accounts of BAPL, TAL and TPSL. The
amalgamations have strengthened the asset base and financial
performance of the Company The total income for the financial year
2009-10 was Rs.1,47,584.44 Lakhs and the Profit after tax was Rs.
10,964.49 Lakhs. Prior to above mentioned amalgamations, the total
income of the Company for the financial year 2008-09 was Rs.71,605.09
Lakhs and the Profit after tax was Rs5 068 73 Lakhs.
7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis Statement is attached to this
Report.
8. BUSINESS EXPANSION
During the period under review, your Company diversified its business
activities in power sector and entered in Balance of Plant (BOP)
segment. It got its first BOP order from Chattisgarh State Power
Generation Corporation Limited in a consortium. The other consortium
partners were VA Tech Wabag Limited, Gammon India Limited and erstwhile
Tecpro Ashtech Limited. The Company is targeting to get more BoP orders
in the current year.
Further to have the benefit of operational synergies, TAL and TPSL were
amalgamated with the Company. With this amalgamation, your Company
would be able to provide ash handling services and EPC services for
captive power plants in addition to coal handling to its clients and
expand its business.
9. INITIAL PUBLIC OFFER
Your Company is planning, subject to market conditions and other
considerations, to tap the capital market by way of issue of its equity
shares through Initial Public Offer. The Company proposes to offer
75,50,000 equity shares of Rs.10/-each through book building process
consisting of 62,50,000 equity shares as fresh equity to the public and
13,00,000 equity shares being offered by a shareholder through Offer
for Sale. Out of total offering to the public, 2,00,000 equity shares
shall be reserved for the employees of the Company. The issue proceeds
will be used for meeting the working capital requirements of the
Company. Further, listing of shares on the Stock Exchanges would
enhance the shareholders value and would provide liquidity.
In this regard, the Company has filed the Draft Red Herring Prospectus
with Securities and Exchange Board of India.
10. DIRECTORS
During the year under report, Mrs. Aradhana Dhand Chattenee tendered
her resignation from the directorship on January 29,2010. She was
appointed as an alternate director to Mr. Achal Ghai on May 28,2009.
Mr. Amar Banerjee and Mr. Subrata Kumar Mitra were inducted on the
Board as Additional Directors on April 2, 2010. Mr. Amar Banerjee was
simultaneously appointed as a whole-time director on the , Board of the
Company for a period of one year. As per the terms of Section 260 of
the Companies Act, 1956, the tenure of office of an Additional Director
shall expire on the forthcoming Annual General Meeting of the Company.
However, the Company has received notices under Section 257 of the
Companies Act, 1956 from its members for the appointment of Mr. Amar
Banerjee and Mr. Subrata Kumar Mitra as Directors liable to retire by
rotation.
Mr. Arvind Kumar Bishnoi, Mr. Sakti Kumar Banerjee and Mr. Achal Ghai,
Directors of the Company retiring by rotation at the forthcoming Annual
General Meeting of the Company, being eligible offer themselves for
re-appointment.
11. AUDITORS AND THEIR REPORT
M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company
has received a certificate from the Auditors to the effect that their
appointment, if made would be within the limits prescribed under
section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the Companies Act, 1956. The Auditors' report and notes to the
accounts are self explanatory and do not call for any further comments
except in respect of Para (vii) and (ix) of Annexure to the Auditors'
report explanation to :
which is given below:
Para (vii): The Company has already appointed the Internal Auditor (or
its Ashtech Division (Erstwhile Tecpro Ashtech Limited) for the
financial year 2010-11.
Para (ix): Provision for the said taxation has already been made in the
financial statements of the Company for the financial year 2009-10.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to the
Director's Responsibility Statement, it is hereby confirmed:-
(i) That in the preparation of the Annual Accounts for the financial
year ended 31s1 March 2010, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as it give a true and fair view of the state
of affairs of the Company for the year ended 31s1 March 2010 and the
profit or loss of the Company for that period; I
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and for safeguarding the assets
of the Company and for preventing and detecting frauds and other
irregularities;
(iv) That the Directors had prepared the accounts for the financial
year ended 31s1 March, 2010 on going concern basis.
13. CONSERVATION OF ENERGY
Pursuant to 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 particulars of energy conservation, technology
absorption, foreign exchange earnings and outgo are annexed as Annexure
A and forms part of the Annual Report.
14. HUMAN RESOURCES
During the period under review, the Company has maintained cordial and
harmonious industrial relations. The efficient services rendered by the
employees at all levels have helped the Company in ensuring timely
execution of projects and achieving the desired targets by showing high
level of performance in the production and marketing of products of the
Company.
15. PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act 1956 read with the Companies (Particulars of Employees)
Rules, 1975 regarding employees is given in Annexure B to the
Directors' Report.
ACKNOWLEDGEMENT
The Directors wish to thank the customers, dealers, bankers, financial
institutions, collaborators, consultants, government authorities and
shareholders for their continued support. They also wish to place on
record their appreciation of the hard work put in by the employees at
all levels during the period under report.
For and on behalf of the Board
Sd/- Sd/-
Place: Gurgaon Ajay Kumar Bishnoi Amul Gabrani
Date: 14.07.2010 Chairman & Managing
Director Vice Chairman & Managing
Director