Directors Report of Talbros Automotive Components Ltd.
Mar 31, 2023
The Directors have pleasure in presenting 37th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31 st March 2023.
|
(Rs. in Lacs) |
||
|
Year Ended |
Year Ended |
|
|
Particulars |
31st March, |
31st March, |
|
2023 |
2022 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
42,693 |
33,516 |
|
- Other Operating revenues |
1,724 |
1,598 |
|
Total Revenue from Operations |
44,417 |
35,114 |
|
Other Income |
258 |
110 |
|
Total Income |
44,675 |
35,224 |
|
Profit before Interest, Depreciation & Tax |
5,601 |
4,621 |
|
Less: Interest |
932 |
845 |
|
Depreciation |
920 |
853 |
|
Exceptional Items |
NIL |
NIL |
|
Profit Before Tax and After Exceptional Items |
3,749 |
2,922 |
|
Less: Previous Year adjustments |
3 |
3 |
|
Provision for current year income-tax |
950 |
750 |
|
Provision for Deferred Tax |
3 |
(41) |
|
Net Profit after tax |
2,793 |
2,210 |
|
Net profit aftertax and adjustments |
2,793 |
2,210 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit or loss |
2 |
6 |
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
2,795 |
2,216 |
|
EPS (Basic) |
55.05 |
43.64 |
|
EPS (Diluted) |
55.05 |
43.64 |
The Company has achieved net revenue from operations of ?44,417 Lakhs in this financial year ended on 31st March, 2023 as against 35,114 Lakhs for the previous financial year. The net profit after tax for this year is ?2,795 Lakhs as compared to ?2,210 Lakhs for the previous financial year. Reserves & Surplus as on 31st March, 2023 stand at ?11,443 Lakhs as against the paid-up capital of?508 Lakhs.
The Board of Directors of your Company is pleased to recommend a final dividend of ?2.00/- per equity share of the face value of ?10/- each (@20%), payable to those shareholders whose name appear in the Register of Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the
Company at the ensuing Annual general meeting (AGM) of the Company.
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
The Paid up Equity Share Capital of the Company as on 31at March, 2023 was ?507.65 Lakhs comprising of 50,76,504 Equity Shares of ?10/- each. There is no change in Authorised, Subscribed, Issued and paid up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of ?3,24,816/- pertaining to unclaimed and unpaid dividend for the financial year 2014-15. Further, 3,917 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
The Company has appointed Mr. Ankush Jindal, Company Secretary and Compliance Officer as Nodal Officer of the Company. The details of Nodal officer are accessible at www. talbrosaxles.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ
No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s G R A B &
Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2022-23. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
The export sales of the Company during the financial year 2022-23 stands at ?6,460 Lakhs as against ?8,813 Lakhs in the previous fiscal.
The Company''s consolidated borrowings as on March 31, 2023 was ?10,122 Lakhs as against ?9,791 Lakhs as at March 31,2022.
Your Company has been assigned a rating of A-(Stable Outlook) for Long Term Bank Facilities (Term Loans) of ?24.43 Crores and rating of A-/A2 (Stable Outlook) for Short Term Bank Facilities (Fund Based Limits) of ?40.00 Crores availed from DBS Bank Limited, Yes Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.
The Company is not having any subsidiary company. BOARD OF DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mrs. Seema Sethi, Independent Woman Director of the Company has resigned from the office of Director and Mrs. Shashi Khurana has been appointed as an Additional Independent Woman Director of the Company with effect from 23rd May, 2022 for a tenure of 5 (Five) years and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 22ndAugust, 2022.
Further, the tenure of appointment of Mr. Sanjay Sharma as a Whole Time Director (Designated as an Executive Director) will expire on 31st October, 2023 and tenure of appointment of Mr. Sunil Kumaras an Independent Directorwill expire on 31st March, 2024. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 08th August, 2023 have recommended the appointment of Mr. Ankush Jindal as a Whole Time Director (to be designated as an Executive Director) and Mrs. Seema Sethi as an Independent
Director of the Company w.e.f. 01st November, 2023 and 01st April, 2024 respectively. The said appointments shall be subject to the approval of shareholders in ensuing General Meeting of the Company. Details related to their appointment as required to be disclosed under the Companies Act, 2013 / SEBI (LODR) Regulations is given in Annexure to the notice of 37th Annual General Meeting.
Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Sanjay Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 ofthe state of affairs ofthe company at the end ofthe financial year and ofthe profit ofthe company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised propersystemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
NUMBEROF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2022-23.
Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/ evaluated the Boardsâ performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
The Registered Office address of the Company is Plot No.
74-75-76, Sector-6, Faridabad, Flaryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on directorâs appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Persons". The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.
The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 6 (Six) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (Three) Non Executive Directors. During the year 3 (Three) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material changes and commitments,
which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companyâs website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 23rd May. 2022. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors ofthe Company to hold the office from the conclusion of 36th Annual General Meeting held on 22nd August, 2022, till
the conclusion of 41st Annual General Meeting to be held in year 2027.
The Statutory Auditors Report for Financial Year 2022-23 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31st March, 2023. The observations ofthe Statutory Auditors are self-explanatory and therefore Directors donât have any further comments on the same.
SECRETARIALAUDIT REPORTAND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed M/sAnuj Gupta & Associates, Company Secretariesto hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2023 is being attached with the Directorâs Report as Annexure-B which is self explanatory and needs no comments.
Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none ofthe Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed asAnnexure-C
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complied with all applicable Secretarial Standards.
COST AUDITORâS AND THEIR REPORT:
CostAudit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets ofthe Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers ofthe Company.
PREVENTION OF INSIDER TRADING:
The Company has formulated and adopted code for
prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in companyâs shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditorâs Certificate dated 08th August, 2023 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directorâs Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
Annual Report on CSR Activities
1. Brief Outline of CSR Policy of the Company
Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and
environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and environmental consequences. The Corporate Social Responsibility (CSR) Committee identifies the areas for allocating expenditures in line with the budget allocated.
The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.
Our Company TEL has also established a Talbros Charitable Trust in early 80âs so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.
The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/ modifications/ additions thereof. The major sectors where TEL expands its hands under CSR are as follows:
a) Contributing to the Non profit organisations engaged in promoting Organ Donations activities.
b) To create equitable opportunities for the under privileged children of the society.
c) Improving health care with the help of modern medical equipment.
d) Establishing modern health care facilities in villages.
e) Contributing to the non profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.
f) Relief during natural disasters.
g) Career Counselling programs for the under privileged students.
h) Contribution for COVID-19 directly/ through any implementing agencies
The Company is committed to discharging its social
responsibility as a good corporate citizen and to facilitate
good education and medical facilities to the required citizens
in society.
|
2. |
Composition of CSR Committee |
||||
|
S. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|
|
1 |
Mr. Vijay Kumar Sharma |
Executive Director (Chairman of Committee) |
2 |
2 |
|
|
2 |
Mr. Kuldeep Singh Bhalla |
Independent Director (Member of Committee) |
2 |
2 |
|
|
3 |
Mr. Sunil Kumar |
Independent Director (Member of Committee) |
2 |
2 |
|
3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company
Composition: https://talbrosaxles.com/pdf/composition-committees17.pdf
CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf
CSR Projects: https://talbrosaxles.com/about-
us/#sustainability
4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL
6. Average net profit of the Company as per Section 135(5): 716.24 Crores
7. (a) Two percent of average net profit of the
Company as per section 135(5): 732.48 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a 7b 7c): 732.48 Lakhs
|
8. (a) CSR Amount spent or unspent for the financial year: |
|||||
|
Total Amount spent for the Financial Year |
Amount Unspent |
||||
|
(In 7 Lakhs) |
Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) |
||||
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of transfer |
|
|
32.56 |
NIL |
NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable (cl Details of CSR amount SDent aaainst other than onaoina Droiects for the financial vear:
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In 7 Lakhs) |
Name |
CSR registration Number |
|||||
|
1 |
Eradicating Hunger |
(i) |
Yes |
Haryana |
Faridabad |
2.50 |
No |
Bhakta Bandhav Society |
CSR00035097 |
|
2 |
Education |
(") |
Yes |
Haryana |
Faridabad |
2.00 |
No |
National Association for Blind |
CSR00007692 |
|
1.36 |
Yes |
NA |
NA |
||||||
|
1.00 |
No |
Chetna Welfare Society (Regd.) |
CSR00026593 |
||||||
|
2.00 |
No |
Tender Hearts Education Society |
CSR00013259 |
||||||
|
3 |
Health Care |
(i) |
No |
Delhi |
New Delhi |
5.00 |
No |
Savera Association |
CSR00021957 |
|
0.50 |
No |
Health with Aid Foundation |
CSR00030327 |
||||||
|
0.16 |
No |
Sri Ram Goburdhun Chairtable Trust |
CSR00016361 |
||||||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In? Lakhs) |
Name |
CSR registration Number |
|||||
|
4 |
Eradicating Hunger |
(i) |
No |
Uttar Pradesh |
Mathura |
1.50 |
No |
Pa ram Shakti Peeth |
CSR00000072 |
|
5 |
Education |
(ii) |
No |
Delhi |
New Delhi |
3.00 |
No |
RBTH Singh Memorial Charitable Hospital Society |
CSR00017815 |
|
6 |
Animal Welfare |
(iv) |
Yes |
Haryana |
Faridabad |
3.00 |
No |
Shri Gopal Gaushala |
CSR00019015 |
|
2.00 |
No |
People for Animals Trust |
CSR00007721 |
||||||
|
1.50 |
No |
Gow Raksha Sadan |
CSR00020618 |
||||||
|
7 |
Orphanage / Old Age Home |
(ill) |
Yes |
Haryana |
Faridabad |
1.50 |
No |
Saint Hardayal Education & Orphans Welfare Society |
CSR00000665 |
|
8 |
Education |
(ii) |
No |
Himachal Pradesh |
Kasauli |
2.00 |
No |
The Lawrence School (Sanawar) Society |
CSR00013043 |
|
9 |
Health Care |
(i) |
No |
Gujarat |
Ankhleshwar |
3.00 |
No |
HMP Gramya Vikas and Kalyan Foundation |
CSR00011486 |
|
10 |
Health Care |
(i) |
Yes |
Haryana |
Palwal |
0.54 |
Yes |
NA |
NA |
|
TOTAL |
32.56 |
||||||||
d) Amount spent in Administrative Overheads: NIL
(e) Amount spent in Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 32 56 Lakhs
(g) Excess amount for set off, if any: NIL
9. (a) Details of unspent CSR amount for the preceding three financial years:
|
SI. No. |
Preceding Financial Year |
Amount transferred to Unspent CSR Account under section 135(6) (In Rs.) |
Amount spent in the reporting Financial Year (In ? Lakhs) |
Amount transferred to any fund specified under Schedule VII as per section 135(6), if any |
Amount remaining to be spent in succeeding financial years (In ?) |
||
|
Name of the fund |
Amount (In?) |
Date of Transfer |
|||||
|
1 |
2021-22 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
2 |
2020-21 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
3 |
2019-20 |
NIL |
8.05 |
NA |
NIL |
NA |
NIL |
(b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s): Not Applicable10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:
No capital asset was created / acquired for fiscal 2021 through CSR spend.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not ApplicableMANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directorsâ Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Boardâs Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boardâs Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
|
(Amount in ? Lacs |
|||||
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
||
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
6.82 |
||
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
6.45 |
||
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
Only Sitting fees paid |
||
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
(b) Percentage increase in remuneration of Directors and KMPs (Amount in ? Lacs |
|||||
|
Name of the Director/ KMP |
Designation |
Remuneration for the year ended 2022-23 |
Remuneration for the year ended 2021-22 |
% change during the year |
|
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
13.64 |
5.06 |
|
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
12.07 |
12.34 |
|
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Ankush Jindal |
Company Secretary |
9.64 |
9.06 |
6.40 |
|
|
Mr. Kanwar Pal Pawar |
CFO |
4.93 |
4.86 |
1.44 |
|
(c) The median remuneration of the employees has decreased by 1.25% in 2022-23 as compared to 2021-22.
(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employeesâ potential, experience as also their performance and contributions to the Companyâs progress over a period of time and also industry trend.
(e) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2021-22 |
193 |
|
2022-23 |
212 |
(f) We affirm that the remuneration paid to Directors, Key Managerial Personnelâs and employees is as per the remuneration policy of the Company.
(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
UNCLAIMED SHARE SUSPENSE ACCOUNT
During the year, the Company has opened a Share Suspense Account with SMC Global Securities Limited for transfer of unclaimed bonus equity shares of the Company. The Company has transferred 5,882 no. of equity shares of 171 shareholders to the Suspense Account during the year. During the year, the Company has received one request for claiming shares. Following is the reconciliation of the same:
|
S. No. |
Particulars |
No. of Shareholders |
No. of Shares |
|
1 |
At the beginning of year |
171 |
5882 |
|
2 |
Claim request received |
2 |
106 |
|
3 |
At the end of year |
169 |
5776 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Returnforthe year2022-23 being attached with the Directors Report asAnnexure - D
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSALJACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.
2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.
3. During the year under review, the Company has not done any buy back of equity shares.
4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.
5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.
6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 201, as such no disclosure is required in this regard.
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
Mar 31, 2023
The Directors have pleasure in presenting 37th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31 st March 2023.
|
(Rs. in Lacs) |
||
|
Year Ended |
Year Ended |
|
|
Particulars |
31st March, |
31st March, |
|
2023 |
2022 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
42,693 |
33,516 |
|
- Other Operating revenues |
1,724 |
1,598 |
|
Total Revenue from Operations |
44,417 |
35,114 |
|
Other Income |
258 |
110 |
|
Total Income |
44,675 |
35,224 |
|
Profit before Interest, Depreciation & Tax |
5,601 |
4,621 |
|
Less: Interest |
932 |
845 |
|
Depreciation |
920 |
853 |
|
Exceptional Items |
NIL |
NIL |
|
Profit Before Tax and After Exceptional Items |
3,749 |
2,922 |
|
Less: Previous Year adjustments |
3 |
3 |
|
Provision for current year income-tax |
950 |
750 |
|
Provision for Deferred Tax |
3 |
(41) |
|
Net Profit after tax |
2,793 |
2,210 |
|
Net profit aftertax and adjustments |
2,793 |
2,210 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit or loss |
2 |
6 |
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
2,795 |
2,216 |
|
EPS (Basic) |
55.05 |
43.64 |
|
EPS (Diluted) |
55.05 |
43.64 |
The Company has achieved net revenue from operations of ?44,417 Lakhs in this financial year ended on 31st March, 2023 as against 35,114 Lakhs for the previous financial year. The net profit after tax for this year is ?2,795 Lakhs as compared to ?2,210 Lakhs for the previous financial year. Reserves & Surplus as on 31st March, 2023 stand at ?11,443 Lakhs as against the paid-up capital of?508 Lakhs.
The Board of Directors of your Company is pleased to recommend a final dividend of ?2.00/- per equity share of the face value of ?10/- each (@20%), payable to those shareholders whose name appear in the Register of Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the
Company at the ensuing Annual general meeting (AGM) of the Company.
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
The Paid up Equity Share Capital of the Company as on 31at March, 2023 was ?507.65 Lakhs comprising of 50,76,504 Equity Shares of ?10/- each. There is no change in Authorised, Subscribed, Issued and paid up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of ?3,24,816/- pertaining to unclaimed and unpaid dividend for the financial year 2014-15. Further, 3,917 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
The Company has appointed Mr. Ankush Jindal, Company Secretary and Compliance Officer as Nodal Officer of the Company. The details of Nodal officer are accessible at www. talbrosaxles.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ
No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s G R A B &
Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2022-23. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
The export sales of the Company during the financial year 2022-23 stands at ?6,460 Lakhs as against ?8,813 Lakhs in the previous fiscal.
The Company''s consolidated borrowings as on March 31, 2023 was ?10,122 Lakhs as against ?9,791 Lakhs as at March 31,2022.
Your Company has been assigned a rating of A-(Stable Outlook) for Long Term Bank Facilities (Term Loans) of ?24.43 Crores and rating of A-/A2 (Stable Outlook) for Short Term Bank Facilities (Fund Based Limits) of ?40.00 Crores availed from DBS Bank Limited, Yes Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.
The Company is not having any subsidiary company. BOARD OF DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mrs. Seema Sethi, Independent Woman Director of the Company has resigned from the office of Director and Mrs. Shashi Khurana has been appointed as an Additional Independent Woman Director of the Company with effect from 23rd May, 2022 for a tenure of 5 (Five) years and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 22ndAugust, 2022.
Further, the tenure of appointment of Mr. Sanjay Sharma as a Whole Time Director (Designated as an Executive Director) will expire on 31st October, 2023 and tenure of appointment of Mr. Sunil Kumaras an Independent Directorwill expire on 31st March, 2024. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 08th August, 2023 have recommended the appointment of Mr. Ankush Jindal as a Whole Time Director (to be designated as an Executive Director) and Mrs. Seema Sethi as an Independent
Director of the Company w.e.f. 01st November, 2023 and 01st April, 2024 respectively. The said appointments shall be subject to the approval of shareholders in ensuing General Meeting of the Company. Details related to their appointment as required to be disclosed under the Companies Act, 2013 / SEBI (LODR) Regulations is given in Annexure to the notice of 37th Annual General Meeting.
Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Sanjay Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 ofthe state of affairs ofthe company at the end ofthe financial year and ofthe profit ofthe company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised propersystemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
NUMBEROF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2022-23.
Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/ evaluated the Boardsâ performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
The Registered Office address of the Company is Plot No.
74-75-76, Sector-6, Faridabad, Flaryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on directorâs appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Persons". The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.
The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 6 (Six) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (Three) Non Executive Directors. During the year 3 (Three) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material changes and commitments,
which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companyâs website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 23rd May. 2022. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors ofthe Company to hold the office from the conclusion of 36th Annual General Meeting held on 22nd August, 2022, till
the conclusion of 41st Annual General Meeting to be held in year 2027.
The Statutory Auditors Report for Financial Year 2022-23 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31st March, 2023. The observations ofthe Statutory Auditors are self-explanatory and therefore Directors donât have any further comments on the same.
SECRETARIALAUDIT REPORTAND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed M/sAnuj Gupta & Associates, Company Secretariesto hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2023 is being attached with the Directorâs Report as Annexure-B which is self explanatory and needs no comments.
Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none ofthe Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed asAnnexure-C
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complied with all applicable Secretarial Standards.
COST AUDITORâS AND THEIR REPORT:
CostAudit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets ofthe Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers ofthe Company.
PREVENTION OF INSIDER TRADING:
The Company has formulated and adopted code for
prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in companyâs shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditorâs Certificate dated 08th August, 2023 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directorâs Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
Annual Report on CSR Activities
1. Brief Outline of CSR Policy of the Company
Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and
environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and environmental consequences. The Corporate Social Responsibility (CSR) Committee identifies the areas for allocating expenditures in line with the budget allocated.
The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.
Our Company TEL has also established a Talbros Charitable Trust in early 80âs so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.
The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/ modifications/ additions thereof. The major sectors where TEL expands its hands under CSR are as follows:
a) Contributing to the Non profit organisations engaged in promoting Organ Donations activities.
b) To create equitable opportunities for the under privileged children of the society.
c) Improving health care with the help of modern medical equipment.
d) Establishing modern health care facilities in villages.
e) Contributing to the non profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.
f) Relief during natural disasters.
g) Career Counselling programs for the under privileged students.
h) Contribution for COVID-19 directly/ through any implementing agencies
The Company is committed to discharging its social
responsibility as a good corporate citizen and to facilitate
good education and medical facilities to the required citizens
in society.
|
2. |
Composition of CSR Committee |
||||
|
S. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|
|
1 |
Mr. Vijay Kumar Sharma |
Executive Director (Chairman of Committee) |
2 |
2 |
|
|
2 |
Mr. Kuldeep Singh Bhalla |
Independent Director (Member of Committee) |
2 |
2 |
|
|
3 |
Mr. Sunil Kumar |
Independent Director (Member of Committee) |
2 |
2 |
|
3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company
Composition: https://talbrosaxles.com/pdf/composition-committees17.pdf
CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf
CSR Projects: https://talbrosaxles.com/about-
us/#sustainability
4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL
6. Average net profit of the Company as per Section 135(5): 716.24 Crores
7. (a) Two percent of average net profit of the
Company as per section 135(5): 732.48 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a 7b 7c): 732.48 Lakhs
|
8. (a) CSR Amount spent or unspent for the financial year: |
|||||
|
Total Amount spent for the Financial Year |
Amount Unspent |
||||
|
(In 7 Lakhs) |
Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) |
||||
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of transfer |
|
|
32.56 |
NIL |
NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable (cl Details of CSR amount SDent aaainst other than onaoina Droiects for the financial vear:
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In 7 Lakhs) |
Name |
CSR registration Number |
|||||
|
1 |
Eradicating Hunger |
(i) |
Yes |
Haryana |
Faridabad |
2.50 |
No |
Bhakta Bandhav Society |
CSR00035097 |
|
2 |
Education |
(") |
Yes |
Haryana |
Faridabad |
2.00 |
No |
National Association for Blind |
CSR00007692 |
|
1.36 |
Yes |
NA |
NA |
||||||
|
1.00 |
No |
Chetna Welfare Society (Regd.) |
CSR00026593 |
||||||
|
2.00 |
No |
Tender Hearts Education Society |
CSR00013259 |
||||||
|
3 |
Health Care |
(i) |
No |
Delhi |
New Delhi |
5.00 |
No |
Savera Association |
CSR00021957 |
|
0.50 |
No |
Health with Aid Foundation |
CSR00030327 |
||||||
|
0.16 |
No |
Sri Ram Goburdhun Chairtable Trust |
CSR00016361 |
||||||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In? Lakhs) |
Name |
CSR registration Number |
|||||
|
4 |
Eradicating Hunger |
(i) |
No |
Uttar Pradesh |
Mathura |
1.50 |
No |
Pa ram Shakti Peeth |
CSR00000072 |
|
5 |
Education |
(ii) |
No |
Delhi |
New Delhi |
3.00 |
No |
RBTH Singh Memorial Charitable Hospital Society |
CSR00017815 |
|
6 |
Animal Welfare |
(iv) |
Yes |
Haryana |
Faridabad |
3.00 |
No |
Shri Gopal Gaushala |
CSR00019015 |
|
2.00 |
No |
People for Animals Trust |
CSR00007721 |
||||||
|
1.50 |
No |
Gow Raksha Sadan |
CSR00020618 |
||||||
|
7 |
Orphanage / Old Age Home |
(ill) |
Yes |
Haryana |
Faridabad |
1.50 |
No |
Saint Hardayal Education & Orphans Welfare Society |
CSR00000665 |
|
8 |
Education |
(ii) |
No |
Himachal Pradesh |
Kasauli |
2.00 |
No |
The Lawrence School (Sanawar) Society |
CSR00013043 |
|
9 |
Health Care |
(i) |
No |
Gujarat |
Ankhleshwar |
3.00 |
No |
HMP Gramya Vikas and Kalyan Foundation |
CSR00011486 |
|
10 |
Health Care |
(i) |
Yes |
Haryana |
Palwal |
0.54 |
Yes |
NA |
NA |
|
TOTAL |
32.56 |
||||||||
d) Amount spent in Administrative Overheads: NIL
(e) Amount spent in Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 32 56 Lakhs
(g) Excess amount for set off, if any: NIL
9. (a) Details of unspent CSR amount for the preceding three financial years:
|
SI. No. |
Preceding Financial Year |
Amount transferred to Unspent CSR Account under section 135(6) (In Rs.) |
Amount spent in the reporting Financial Year (In ? Lakhs) |
Amount transferred to any fund specified under Schedule VII as per section 135(6), if any |
Amount remaining to be spent in succeeding financial years (In ?) |
||
|
Name of the fund |
Amount (In?) |
Date of Transfer |
|||||
|
1 |
2021-22 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
2 |
2020-21 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
3 |
2019-20 |
NIL |
8.05 |
NA |
NIL |
NA |
NIL |
(b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s): Not Applicable10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:
No capital asset was created / acquired for fiscal 2021 through CSR spend.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not ApplicableMANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directorsâ Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Boardâs Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boardâs Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
|
(Amount in ? Lacs |
|||||
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
||
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
6.82 |
||
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
6.45 |
||
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
Only Sitting fees paid |
||
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
(b) Percentage increase in remuneration of Directors and KMPs (Amount in ? Lacs |
|||||
|
Name of the Director/ KMP |
Designation |
Remuneration for the year ended 2022-23 |
Remuneration for the year ended 2021-22 |
% change during the year |
|
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
13.64 |
5.06 |
|
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
12.07 |
12.34 |
|
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Ankush Jindal |
Company Secretary |
9.64 |
9.06 |
6.40 |
|
|
Mr. Kanwar Pal Pawar |
CFO |
4.93 |
4.86 |
1.44 |
|
(c) The median remuneration of the employees has decreased by 1.25% in 2022-23 as compared to 2021-22.
(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employeesâ potential, experience as also their performance and contributions to the Companyâs progress over a period of time and also industry trend.
(e) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2021-22 |
193 |
|
2022-23 |
212 |
(f) We affirm that the remuneration paid to Directors, Key Managerial Personnelâs and employees is as per the remuneration policy of the Company.
(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
UNCLAIMED SHARE SUSPENSE ACCOUNT
During the year, the Company has opened a Share Suspense Account with SMC Global Securities Limited for transfer of unclaimed bonus equity shares of the Company. The Company has transferred 5,882 no. of equity shares of 171 shareholders to the Suspense Account during the year. During the year, the Company has received one request for claiming shares. Following is the reconciliation of the same:
|
S. No. |
Particulars |
No. of Shareholders |
No. of Shares |
|
1 |
At the beginning of year |
171 |
5882 |
|
2 |
Claim request received |
2 |
106 |
|
3 |
At the end of year |
169 |
5776 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Returnforthe year2022-23 being attached with the Directors Report asAnnexure - D
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSALJACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.
2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.
3. During the year under review, the Company has not done any buy back of equity shares.
4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.
5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.
6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 201, as such no disclosure is required in this regard.
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
Mar 31, 2023
The Directors have pleasure in presenting 37th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31 st March 2023.
|
(Rs. in Lacs) |
||
|
Year Ended |
Year Ended |
|
|
Particulars |
31st March, |
31st March, |
|
2023 |
2022 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
42,693 |
33,516 |
|
- Other Operating revenues |
1,724 |
1,598 |
|
Total Revenue from Operations |
44,417 |
35,114 |
|
Other Income |
258 |
110 |
|
Total Income |
44,675 |
35,224 |
|
Profit before Interest, Depreciation & Tax |
5,601 |
4,621 |
|
Less: Interest |
932 |
845 |
|
Depreciation |
920 |
853 |
|
Exceptional Items |
NIL |
NIL |
|
Profit Before Tax and After Exceptional Items |
3,749 |
2,922 |
|
Less: Previous Year adjustments |
3 |
3 |
|
Provision for current year income-tax |
950 |
750 |
|
Provision for Deferred Tax |
3 |
(41) |
|
Net Profit after tax |
2,793 |
2,210 |
|
Net profit aftertax and adjustments |
2,793 |
2,210 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit or loss |
2 |
6 |
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
2,795 |
2,216 |
|
EPS (Basic) |
55.05 |
43.64 |
|
EPS (Diluted) |
55.05 |
43.64 |
The Company has achieved net revenue from operations of ?44,417 Lakhs in this financial year ended on 31st March, 2023 as against 35,114 Lakhs for the previous financial year. The net profit after tax for this year is ?2,795 Lakhs as compared to ?2,210 Lakhs for the previous financial year. Reserves & Surplus as on 31st March, 2023 stand at ?11,443 Lakhs as against the paid-up capital of?508 Lakhs.
The Board of Directors of your Company is pleased to recommend a final dividend of ?2.00/- per equity share of the face value of ?10/- each (@20%), payable to those shareholders whose name appear in the Register of Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the
Company at the ensuing Annual general meeting (AGM) of the Company.
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
The Paid up Equity Share Capital of the Company as on 31at March, 2023 was ?507.65 Lakhs comprising of 50,76,504 Equity Shares of ?10/- each. There is no change in Authorised, Subscribed, Issued and paid up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of ?3,24,816/- pertaining to unclaimed and unpaid dividend for the financial year 2014-15. Further, 3,917 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
The Company has appointed Mr. Ankush Jindal, Company Secretary and Compliance Officer as Nodal Officer of the Company. The details of Nodal officer are accessible at www. talbrosaxles.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ
No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s G R A B &
Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2022-23. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
The export sales of the Company during the financial year 2022-23 stands at ?6,460 Lakhs as against ?8,813 Lakhs in the previous fiscal.
The Company''s consolidated borrowings as on March 31, 2023 was ?10,122 Lakhs as against ?9,791 Lakhs as at March 31,2022.
Your Company has been assigned a rating of A-(Stable Outlook) for Long Term Bank Facilities (Term Loans) of ?24.43 Crores and rating of A-/A2 (Stable Outlook) for Short Term Bank Facilities (Fund Based Limits) of ?40.00 Crores availed from DBS Bank Limited, Yes Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.
The Company is not having any subsidiary company. BOARD OF DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mrs. Seema Sethi, Independent Woman Director of the Company has resigned from the office of Director and Mrs. Shashi Khurana has been appointed as an Additional Independent Woman Director of the Company with effect from 23rd May, 2022 for a tenure of 5 (Five) years and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 22ndAugust, 2022.
Further, the tenure of appointment of Mr. Sanjay Sharma as a Whole Time Director (Designated as an Executive Director) will expire on 31st October, 2023 and tenure of appointment of Mr. Sunil Kumaras an Independent Directorwill expire on 31st March, 2024. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 08th August, 2023 have recommended the appointment of Mr. Ankush Jindal as a Whole Time Director (to be designated as an Executive Director) and Mrs. Seema Sethi as an Independent
Director of the Company w.e.f. 01st November, 2023 and 01st April, 2024 respectively. The said appointments shall be subject to the approval of shareholders in ensuing General Meeting of the Company. Details related to their appointment as required to be disclosed under the Companies Act, 2013 / SEBI (LODR) Regulations is given in Annexure to the notice of 37th Annual General Meeting.
Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Sanjay Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 ofthe state of affairs ofthe company at the end ofthe financial year and ofthe profit ofthe company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised propersystemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
NUMBEROF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2022-23.
Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/ evaluated the Boardsâ performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
The Registered Office address of the Company is Plot No.
74-75-76, Sector-6, Faridabad, Flaryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on directorâs appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Persons". The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.
The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 6 (Six) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (Three) Non Executive Directors. During the year 3 (Three) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material changes and commitments,
which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companyâs website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 23rd May. 2022. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors ofthe Company to hold the office from the conclusion of 36th Annual General Meeting held on 22nd August, 2022, till
the conclusion of 41st Annual General Meeting to be held in year 2027.
The Statutory Auditors Report for Financial Year 2022-23 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31st March, 2023. The observations ofthe Statutory Auditors are self-explanatory and therefore Directors donât have any further comments on the same.
SECRETARIALAUDIT REPORTAND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed M/sAnuj Gupta & Associates, Company Secretariesto hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2023 is being attached with the Directorâs Report as Annexure-B which is self explanatory and needs no comments.
Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none ofthe Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed asAnnexure-C
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complied with all applicable Secretarial Standards.
COST AUDITORâS AND THEIR REPORT:
CostAudit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets ofthe Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers ofthe Company.
PREVENTION OF INSIDER TRADING:
The Company has formulated and adopted code for
prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in companyâs shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditorâs Certificate dated 08th August, 2023 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directorâs Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
Annual Report on CSR Activities
1. Brief Outline of CSR Policy of the Company
Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and
environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and environmental consequences. The Corporate Social Responsibility (CSR) Committee identifies the areas for allocating expenditures in line with the budget allocated.
The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.
Our Company TEL has also established a Talbros Charitable Trust in early 80âs so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.
The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/ modifications/ additions thereof. The major sectors where TEL expands its hands under CSR are as follows:
a) Contributing to the Non profit organisations engaged in promoting Organ Donations activities.
b) To create equitable opportunities for the under privileged children of the society.
c) Improving health care with the help of modern medical equipment.
d) Establishing modern health care facilities in villages.
e) Contributing to the non profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.
f) Relief during natural disasters.
g) Career Counselling programs for the under privileged students.
h) Contribution for COVID-19 directly/ through any implementing agencies
The Company is committed to discharging its social
responsibility as a good corporate citizen and to facilitate
good education and medical facilities to the required citizens
in society.
|
2. |
Composition of CSR Committee |
||||
|
S. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|
|
1 |
Mr. Vijay Kumar Sharma |
Executive Director (Chairman of Committee) |
2 |
2 |
|
|
2 |
Mr. Kuldeep Singh Bhalla |
Independent Director (Member of Committee) |
2 |
2 |
|
|
3 |
Mr. Sunil Kumar |
Independent Director (Member of Committee) |
2 |
2 |
|
3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company
Composition: https://talbrosaxles.com/pdf/composition-committees17.pdf
CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf
CSR Projects: https://talbrosaxles.com/about-
us/#sustainability
4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL
6. Average net profit of the Company as per Section 135(5): 716.24 Crores
7. (a) Two percent of average net profit of the
Company as per section 135(5): 732.48 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a 7b 7c): 732.48 Lakhs
|
8. (a) CSR Amount spent or unspent for the financial year: |
|||||
|
Total Amount spent for the Financial Year |
Amount Unspent |
||||
|
(In 7 Lakhs) |
Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) |
||||
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of transfer |
|
|
32.56 |
NIL |
NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable (cl Details of CSR amount SDent aaainst other than onaoina Droiects for the financial vear:
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In 7 Lakhs) |
Name |
CSR registration Number |
|||||
|
1 |
Eradicating Hunger |
(i) |
Yes |
Haryana |
Faridabad |
2.50 |
No |
Bhakta Bandhav Society |
CSR00035097 |
|
2 |
Education |
(") |
Yes |
Haryana |
Faridabad |
2.00 |
No |
National Association for Blind |
CSR00007692 |
|
1.36 |
Yes |
NA |
NA |
||||||
|
1.00 |
No |
Chetna Welfare Society (Regd.) |
CSR00026593 |
||||||
|
2.00 |
No |
Tender Hearts Education Society |
CSR00013259 |
||||||
|
3 |
Health Care |
(i) |
No |
Delhi |
New Delhi |
5.00 |
No |
Savera Association |
CSR00021957 |
|
0.50 |
No |
Health with Aid Foundation |
CSR00030327 |
||||||
|
0.16 |
No |
Sri Ram Goburdhun Chairtable Trust |
CSR00016361 |
||||||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In? Lakhs) |
Name |
CSR registration Number |
|||||
|
4 |
Eradicating Hunger |
(i) |
No |
Uttar Pradesh |
Mathura |
1.50 |
No |
Pa ram Shakti Peeth |
CSR00000072 |
|
5 |
Education |
(ii) |
No |
Delhi |
New Delhi |
3.00 |
No |
RBTH Singh Memorial Charitable Hospital Society |
CSR00017815 |
|
6 |
Animal Welfare |
(iv) |
Yes |
Haryana |
Faridabad |
3.00 |
No |
Shri Gopal Gaushala |
CSR00019015 |
|
2.00 |
No |
People for Animals Trust |
CSR00007721 |
||||||
|
1.50 |
No |
Gow Raksha Sadan |
CSR00020618 |
||||||
|
7 |
Orphanage / Old Age Home |
(ill) |
Yes |
Haryana |
Faridabad |
1.50 |
No |
Saint Hardayal Education & Orphans Welfare Society |
CSR00000665 |
|
8 |
Education |
(ii) |
No |
Himachal Pradesh |
Kasauli |
2.00 |
No |
The Lawrence School (Sanawar) Society |
CSR00013043 |
|
9 |
Health Care |
(i) |
No |
Gujarat |
Ankhleshwar |
3.00 |
No |
HMP Gramya Vikas and Kalyan Foundation |
CSR00011486 |
|
10 |
Health Care |
(i) |
Yes |
Haryana |
Palwal |
0.54 |
Yes |
NA |
NA |
|
TOTAL |
32.56 |
||||||||
d) Amount spent in Administrative Overheads: NIL
(e) Amount spent in Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 32 56 Lakhs
(g) Excess amount for set off, if any: NIL
9. (a) Details of unspent CSR amount for the preceding three financial years:
|
SI. No. |
Preceding Financial Year |
Amount transferred to Unspent CSR Account under section 135(6) (In Rs.) |
Amount spent in the reporting Financial Year (In ? Lakhs) |
Amount transferred to any fund specified under Schedule VII as per section 135(6), if any |
Amount remaining to be spent in succeeding financial years (In ?) |
||
|
Name of the fund |
Amount (In?) |
Date of Transfer |
|||||
|
1 |
2021-22 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
2 |
2020-21 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
3 |
2019-20 |
NIL |
8.05 |
NA |
NIL |
NA |
NIL |
(b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s): Not Applicable10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:
No capital asset was created / acquired for fiscal 2021 through CSR spend.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not ApplicableMANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directorsâ Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Boardâs Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boardâs Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
|
(Amount in ? Lacs |
|||||
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
||
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
6.82 |
||
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
6.45 |
||
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
Only Sitting fees paid |
||
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
(b) Percentage increase in remuneration of Directors and KMPs (Amount in ? Lacs |
|||||
|
Name of the Director/ KMP |
Designation |
Remuneration for the year ended 2022-23 |
Remuneration for the year ended 2021-22 |
% change during the year |
|
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
13.64 |
5.06 |
|
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
12.07 |
12.34 |
|
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Ankush Jindal |
Company Secretary |
9.64 |
9.06 |
6.40 |
|
|
Mr. Kanwar Pal Pawar |
CFO |
4.93 |
4.86 |
1.44 |
|
(c) The median remuneration of the employees has decreased by 1.25% in 2022-23 as compared to 2021-22.
(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employeesâ potential, experience as also their performance and contributions to the Companyâs progress over a period of time and also industry trend.
(e) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2021-22 |
193 |
|
2022-23 |
212 |
(f) We affirm that the remuneration paid to Directors, Key Managerial Personnelâs and employees is as per the remuneration policy of the Company.
(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
UNCLAIMED SHARE SUSPENSE ACCOUNT
During the year, the Company has opened a Share Suspense Account with SMC Global Securities Limited for transfer of unclaimed bonus equity shares of the Company. The Company has transferred 5,882 no. of equity shares of 171 shareholders to the Suspense Account during the year. During the year, the Company has received one request for claiming shares. Following is the reconciliation of the same:
|
S. No. |
Particulars |
No. of Shareholders |
No. of Shares |
|
1 |
At the beginning of year |
171 |
5882 |
|
2 |
Claim request received |
2 |
106 |
|
3 |
At the end of year |
169 |
5776 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Returnforthe year2022-23 being attached with the Directors Report asAnnexure - D
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSALJACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.
2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.
3. During the year under review, the Company has not done any buy back of equity shares.
4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.
5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.
6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 201, as such no disclosure is required in this regard.
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
Mar 31, 2023
The Directors have pleasure in presenting 37th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31 st March 2023.
|
(Rs. in Lacs) |
||
|
Year Ended |
Year Ended |
|
|
Particulars |
31st March, |
31st March, |
|
2023 |
2022 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
42,693 |
33,516 |
|
- Other Operating revenues |
1,724 |
1,598 |
|
Total Revenue from Operations |
44,417 |
35,114 |
|
Other Income |
258 |
110 |
|
Total Income |
44,675 |
35,224 |
|
Profit before Interest, Depreciation & Tax |
5,601 |
4,621 |
|
Less: Interest |
932 |
845 |
|
Depreciation |
920 |
853 |
|
Exceptional Items |
NIL |
NIL |
|
Profit Before Tax and After Exceptional Items |
3,749 |
2,922 |
|
Less: Previous Year adjustments |
3 |
3 |
|
Provision for current year income-tax |
950 |
750 |
|
Provision for Deferred Tax |
3 |
(41) |
|
Net Profit after tax |
2,793 |
2,210 |
|
Net profit aftertax and adjustments |
2,793 |
2,210 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit or loss |
2 |
6 |
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
2,795 |
2,216 |
|
EPS (Basic) |
55.05 |
43.64 |
|
EPS (Diluted) |
55.05 |
43.64 |
The Company has achieved net revenue from operations of ?44,417 Lakhs in this financial year ended on 31st March, 2023 as against 35,114 Lakhs for the previous financial year. The net profit after tax for this year is ?2,795 Lakhs as compared to ?2,210 Lakhs for the previous financial year. Reserves & Surplus as on 31st March, 2023 stand at ?11,443 Lakhs as against the paid-up capital of?508 Lakhs.
The Board of Directors of your Company is pleased to recommend a final dividend of ?2.00/- per equity share of the face value of ?10/- each (@20%), payable to those shareholders whose name appear in the Register of Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the
Company at the ensuing Annual general meeting (AGM) of the Company.
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
The Paid up Equity Share Capital of the Company as on 31at March, 2023 was ?507.65 Lakhs comprising of 50,76,504 Equity Shares of ?10/- each. There is no change in Authorised, Subscribed, Issued and paid up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of ?3,24,816/- pertaining to unclaimed and unpaid dividend for the financial year 2014-15. Further, 3,917 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
The Company has appointed Mr. Ankush Jindal, Company Secretary and Compliance Officer as Nodal Officer of the Company. The details of Nodal officer are accessible at www. talbrosaxles.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ
No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.
The annual listing fees for the year under review have been paid to BSE Limited where your Companyâs shares are listed.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s G R A B &
Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2022-23. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
The export sales of the Company during the financial year 2022-23 stands at ?6,460 Lakhs as against ?8,813 Lakhs in the previous fiscal.
The Company''s consolidated borrowings as on March 31, 2023 was ?10,122 Lakhs as against ?9,791 Lakhs as at March 31,2022.
Your Company has been assigned a rating of A-(Stable Outlook) for Long Term Bank Facilities (Term Loans) of ?24.43 Crores and rating of A-/A2 (Stable Outlook) for Short Term Bank Facilities (Fund Based Limits) of ?40.00 Crores availed from DBS Bank Limited, Yes Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.
The Company is not having any subsidiary company. BOARD OF DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mrs. Seema Sethi, Independent Woman Director of the Company has resigned from the office of Director and Mrs. Shashi Khurana has been appointed as an Additional Independent Woman Director of the Company with effect from 23rd May, 2022 for a tenure of 5 (Five) years and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 22ndAugust, 2022.
Further, the tenure of appointment of Mr. Sanjay Sharma as a Whole Time Director (Designated as an Executive Director) will expire on 31st October, 2023 and tenure of appointment of Mr. Sunil Kumaras an Independent Directorwill expire on 31st March, 2024. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 08th August, 2023 have recommended the appointment of Mr. Ankush Jindal as a Whole Time Director (to be designated as an Executive Director) and Mrs. Seema Sethi as an Independent
Director of the Company w.e.f. 01st November, 2023 and 01st April, 2024 respectively. The said appointments shall be subject to the approval of shareholders in ensuing General Meeting of the Company. Details related to their appointment as required to be disclosed under the Companies Act, 2013 / SEBI (LODR) Regulations is given in Annexure to the notice of 37th Annual General Meeting.
Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Sanjay Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 ofthe state of affairs ofthe company at the end ofthe financial year and ofthe profit ofthe company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised propersystemsto ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
NUMBEROF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2022-23.
Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/ evaluated the Boardsâ performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
The Registered Office address of the Company is Plot No.
74-75-76, Sector-6, Faridabad, Flaryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on directorâs appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Persons". The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.
The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 6 (Six) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (Three) Non Executive Directors. During the year 3 (Three) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material changes and commitments,
which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companyâs website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 23rd May. 2022. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors ofthe Company to hold the office from the conclusion of 36th Annual General Meeting held on 22nd August, 2022, till
the conclusion of 41st Annual General Meeting to be held in year 2027.
The Statutory Auditors Report for Financial Year 2022-23 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31st March, 2023. The observations ofthe Statutory Auditors are self-explanatory and therefore Directors donât have any further comments on the same.
SECRETARIALAUDIT REPORTAND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed M/sAnuj Gupta & Associates, Company Secretariesto hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2023 is being attached with the Directorâs Report as Annexure-B which is self explanatory and needs no comments.
Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none ofthe Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed asAnnexure-C
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complied with all applicable Secretarial Standards.
COST AUDITORâS AND THEIR REPORT:
CostAudit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets ofthe Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers ofthe Company.
PREVENTION OF INSIDER TRADING:
The Company has formulated and adopted code for
prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in companyâs shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditorâs Certificate dated 08th August, 2023 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directorâs Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
Annual Report on CSR Activities
1. Brief Outline of CSR Policy of the Company
Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and
environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and environmental consequences. The Corporate Social Responsibility (CSR) Committee identifies the areas for allocating expenditures in line with the budget allocated.
The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.
Our Company TEL has also established a Talbros Charitable Trust in early 80âs so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.
The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/ modifications/ additions thereof. The major sectors where TEL expands its hands under CSR are as follows:
a) Contributing to the Non profit organisations engaged in promoting Organ Donations activities.
b) To create equitable opportunities for the under privileged children of the society.
c) Improving health care with the help of modern medical equipment.
d) Establishing modern health care facilities in villages.
e) Contributing to the non profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.
f) Relief during natural disasters.
g) Career Counselling programs for the under privileged students.
h) Contribution for COVID-19 directly/ through any implementing agencies
The Company is committed to discharging its social
responsibility as a good corporate citizen and to facilitate
good education and medical facilities to the required citizens
in society.
|
2. |
Composition of CSR Committee |
||||
|
S. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|
|
1 |
Mr. Vijay Kumar Sharma |
Executive Director (Chairman of Committee) |
2 |
2 |
|
|
2 |
Mr. Kuldeep Singh Bhalla |
Independent Director (Member of Committee) |
2 |
2 |
|
|
3 |
Mr. Sunil Kumar |
Independent Director (Member of Committee) |
2 |
2 |
|
3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company
Composition: https://talbrosaxles.com/pdf/composition-committees17.pdf
CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf
CSR Projects: https://talbrosaxles.com/about-
us/#sustainability
4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:
The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL
6. Average net profit of the Company as per Section 135(5): 716.24 Crores
7. (a) Two percent of average net profit of the
Company as per section 135(5): 732.48 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a 7b 7c): 732.48 Lakhs
|
8. (a) CSR Amount spent or unspent for the financial year: |
|||||
|
Total Amount spent for the Financial Year |
Amount Unspent |
||||
|
(In 7 Lakhs) |
Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5) |
||||
|
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of transfer |
|
|
32.56 |
NIL |
NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable (cl Details of CSR amount SDent aaainst other than onaoina Droiects for the financial vear:
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In 7 Lakhs) |
Name |
CSR registration Number |
|||||
|
1 |
Eradicating Hunger |
(i) |
Yes |
Haryana |
Faridabad |
2.50 |
No |
Bhakta Bandhav Society |
CSR00035097 |
|
2 |
Education |
(") |
Yes |
Haryana |
Faridabad |
2.00 |
No |
National Association for Blind |
CSR00007692 |
|
1.36 |
Yes |
NA |
NA |
||||||
|
1.00 |
No |
Chetna Welfare Society (Regd.) |
CSR00026593 |
||||||
|
2.00 |
No |
Tender Hearts Education Society |
CSR00013259 |
||||||
|
3 |
Health Care |
(i) |
No |
Delhi |
New Delhi |
5.00 |
No |
Savera Association |
CSR00021957 |
|
0.50 |
No |
Health with Aid Foundation |
CSR00030327 |
||||||
|
0.16 |
No |
Sri Ram Goburdhun Chairtable Trust |
CSR00016361 |
||||||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
||
|
SI. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local Area (Yes/No) |
Location of the project |
Amount spent for |
Mode of implementation Direct (Yes/No) |
Mode of implementation - Through Implementing agency |
||
|
State |
District |
the project (In? Lakhs) |
Name |
CSR registration Number |
|||||
|
4 |
Eradicating Hunger |
(i) |
No |
Uttar Pradesh |
Mathura |
1.50 |
No |
Pa ram Shakti Peeth |
CSR00000072 |
|
5 |
Education |
(ii) |
No |
Delhi |
New Delhi |
3.00 |
No |
RBTH Singh Memorial Charitable Hospital Society |
CSR00017815 |
|
6 |
Animal Welfare |
(iv) |
Yes |
Haryana |
Faridabad |
3.00 |
No |
Shri Gopal Gaushala |
CSR00019015 |
|
2.00 |
No |
People for Animals Trust |
CSR00007721 |
||||||
|
1.50 |
No |
Gow Raksha Sadan |
CSR00020618 |
||||||
|
7 |
Orphanage / Old Age Home |
(ill) |
Yes |
Haryana |
Faridabad |
1.50 |
No |
Saint Hardayal Education & Orphans Welfare Society |
CSR00000665 |
|
8 |
Education |
(ii) |
No |
Himachal Pradesh |
Kasauli |
2.00 |
No |
The Lawrence School (Sanawar) Society |
CSR00013043 |
|
9 |
Health Care |
(i) |
No |
Gujarat |
Ankhleshwar |
3.00 |
No |
HMP Gramya Vikas and Kalyan Foundation |
CSR00011486 |
|
10 |
Health Care |
(i) |
Yes |
Haryana |
Palwal |
0.54 |
Yes |
NA |
NA |
|
TOTAL |
32.56 |
||||||||
d) Amount spent in Administrative Overheads: NIL
(e) Amount spent in Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 32 56 Lakhs
(g) Excess amount for set off, if any: NIL
9. (a) Details of unspent CSR amount for the preceding three financial years:
|
SI. No. |
Preceding Financial Year |
Amount transferred to Unspent CSR Account under section 135(6) (In Rs.) |
Amount spent in the reporting Financial Year (In ? Lakhs) |
Amount transferred to any fund specified under Schedule VII as per section 135(6), if any |
Amount remaining to be spent in succeeding financial years (In ?) |
||
|
Name of the fund |
Amount (In?) |
Date of Transfer |
|||||
|
1 |
2021-22 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
2 |
2020-21 |
NIL |
NIL |
NA |
NIL |
NA |
NIL |
|
3 |
2019-20 |
NIL |
8.05 |
NA |
NIL |
NA |
NIL |
(b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s): Not Applicable10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:
No capital asset was created / acquired for fiscal 2021 through CSR spend.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not ApplicableMANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directorsâ Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Boardâs Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boardâs Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
|
(Amount in ? Lacs |
|||||
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
||
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
6.82 |
||
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
6.45 |
||
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
Only Sitting fees paid |
||
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
Only sitting fees paid |
||
|
(b) Percentage increase in remuneration of Directors and KMPs (Amount in ? Lacs |
|||||
|
Name of the Director/ KMP |
Designation |
Remuneration for the year ended 2022-23 |
Remuneration for the year ended 2021-22 |
% change during the year |
|
|
Mr. Sanjay Sharma |
Executive Director |
14.33 |
13.64 |
5.06 |
|
|
Mr. Vijay Kumar Sharma |
Executive Director |
13.56 |
12.07 |
12.34 |
|
|
Mr. Sunil Kumar |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mrs. Shashi Khurana |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Sarabjeet Singh |
Independent Director |
0.10 |
0.05 |
100.00 |
|
|
Mr. Ankush Jindal |
Company Secretary |
9.64 |
9.06 |
6.40 |
|
|
Mr. Kanwar Pal Pawar |
CFO |
4.93 |
4.86 |
1.44 |
|
(c) The median remuneration of the employees has decreased by 1.25% in 2022-23 as compared to 2021-22.
(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employeesâ potential, experience as also their performance and contributions to the Companyâs progress over a period of time and also industry trend.
(e) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2021-22 |
193 |
|
2022-23 |
212 |
(f) We affirm that the remuneration paid to Directors, Key Managerial Personnelâs and employees is as per the remuneration policy of the Company.
(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
UNCLAIMED SHARE SUSPENSE ACCOUNT
During the year, the Company has opened a Share Suspense Account with SMC Global Securities Limited for transfer of unclaimed bonus equity shares of the Company. The Company has transferred 5,882 no. of equity shares of 171 shareholders to the Suspense Account during the year. During the year, the Company has received one request for claiming shares. Following is the reconciliation of the same:
|
S. No. |
Particulars |
No. of Shareholders |
No. of Shares |
|
1 |
At the beginning of year |
171 |
5882 |
|
2 |
Claim request received |
2 |
106 |
|
3 |
At the end of year |
169 |
5776 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Returnforthe year2022-23 being attached with the Directors Report asAnnexure - D
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSALJACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.
2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.
3. During the year under review, the Company has not done any buy back of equity shares.
4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.
5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.
6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/ HO/DDHS/CIR/P/2018/144 dated November 26, 201, as such no disclosure is required in this regard.
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
Mar 31, 2018
DIRECTORSâ REPORT
To The Members,
The Directors have pleasure in presenting 32nd Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March 2018.
FINANCIAL RESULTS: _(Rs,in Lacs)
|
Particulars |
Year Ended |
Year Ended |
|
31st March, 2018 |
31st March, 2017 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
20,550 |
17,306 |
|
- Other Operating revenues |
283 |
382 |
|
Total Revenue from Operations |
20,833 |
17,687 |
|
Other Income |
63 |
21 |
|
Total Income |
20,896 |
17,708 |
|
Profit before Interest, Depreciation & Tax |
2,137 |
1,659 |
|
Less: Interest |
340 |
286 |
|
Depreciation |
491 |
367 |
|
Profit Before Tax |
1,306 |
1,006 |
|
Less: Previous Year adjustments |
4 |
(9) |
|
Provision for Wealth Tax |
NIL |
NIL |
|
Provision for current year income-tax |
350 |
320 |
|
Provision for Deferred Tax |
56 |
(4) |
|
Net Profit after tax |
896 |
699 |
|
Net profit after tax and adjustments |
896 |
699 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit |
12 |
(2) |
|
or loss |
||
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
908 |
697 |
|
EPS (Basic) |
17.88 |
13.73 |
|
EPS (Diluted) |
17.88 |
13.73 |
REVIEW OF OPERATIONS:
The Company has achieved net revenue from operations of '' 20,833 Lacs in this financial year ended on 31stMarch, 2018 at a growth of around 17.79 % as against '' 17,687 Lacs for the previous financial year. The net profit after tax for this year is Rs. 896 Lacs as compared to Rs. 699 Lacs for the previous financial year resulting an increase of 28.18%. The increase in profits is a result of expansion done and good order book position.
Reserves & Surplus as on 31st March, 2018 stand at Rs. 4,616 Lacs as against the paid-up capital of Rs. 508 Lacs.
DIVIDEND:
Your Directors recommend a dividend of Rs. 1.5/- per share (15%) for the financial year 2017-18. This dividend payout, if approved in the forthcoming Annual General Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.
will result in outflow of Rs. 76 Lacs excluding Dividend Distribution Tax.
The register of Members and Share Transfer Books will remain closed on Friday, 21st September, 2018 for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM. The AgM is scheduled to be held on Friday, 28th September, 2018
TRANSFER TO GENERAL RESERVE:
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
SHARE CAPITAL
The Authorized Share Capital of the Company has been increased to Rs. 5,10,00,000/- during the year 2017-18. The Company has issued and allotted 25,38,252 no. of fully paid up bonus equity shares in the ratio of 1:1 to the existing shareholders by capitalization of free reserves. The existing paid up capital of the Company is '' 5,07,65,040/BONUS ISSUE
The Board has issued and allotted bonus equity shares by capitalization of free reserves in the ratio of 1:1 i.e. one fully paid up equity share for every one equity share held on 16th October, 2017.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules , the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,21,352/pertaining to unclaimed and unpaid dividend for the financial year 2009-10. Further, 2,186 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal
The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 and of the profit of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered /
Auditors of the Company for financial year 2017-18. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
MARKETING AND EXPORT:
The export sales have registered a growth to Rs. 4,212 Lacs in financial year 2017-18 as against Rs. 3,841 Lacs in previous year. Thus, showing an increase of 9.66% with good contribution in the profitability.
RATING:
Your Company has been assigned a rating of A- (Stable) for Long Term Bank Facilities (Term Loans) of Rs. 20.20 Crores and rating of A2 for Short Term Bank Facilities (Fund Based Limits) availed from DBS Bank Limited, Yes Bank Limited and HDFC Bank Limited. The rating is assigned by CARE Ratings Limited.
SUBSIDIARIES:
The Company is not having any subsidiary company DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017. Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
STATUTORY AUDITORS:
Pursuant to Section 139 of Companies Act, 2013 and the Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the Companies Act, 2013, M/s DSRV and Co. LLP, Chartered Accountants (Firm registration number 006993N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 31st Annual General Meeting held on 28th September, 2017, till the conclusion of 36th Annual General Meeting to be held in year 2022, subject to the ratification by shareholders at every Annual General Meeting or as may be necessitated by the Act from time to time.
The first year of Audit was of the financial statements for the year ending March 31, 2018, which included the audit of the quarterly financial statements for the year., Accordingly, the appointment of DSRV and Co. LLP is being recommended to the shareholders for ratification.
evaluated the Boards'' performance.
The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
REGISTERED OFFICE
The Registered Office address of the Company is Plot No. 74-75-76, Sector 6, Faridabad, Haryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
CODE OF CONDUCT:
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Personsâ. The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.
The Designated employees have confirmed the compliance with the code of conduct.
AUDIT COMMITTEE:
The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year 4 (Four) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, for promotion of games by leveling of play ground at Inter College Jatpura, contribution for softwareâs and hard wareâs required for providing good knowledge and education to the childrens.
Further, the Company has also contributed to certain NGOs namely Savera Association engaged in promotion of health in rural areas where people lack the right guidance for regular health check-ups & proper treatment. The company has contributed towards medicines in their clinics and running costs of their mobile health clinics and Lily Foundation engaged in prevention of human trafficking in India.
The Company has also contributed to NGO namely servants of the People Society engaged in social, educational and cultural activities and HMP Gramya Vikas and Kalyan Foundation who are indulged in providing regular health check up camps in slum and rural areas. Further, the company has paid school fees and amount for books for two under privileged students.
The Board provided a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.
The present Composition of the CSR committee is:
1. Mr. Kuldeep Singh Bhalla, Independent Director
2. Mr. Vijay Kumar Sharma, Executive Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3) financial years is Rs. 7.31 Crores (approx). The threshold limit (2%) and total proposed spending on CSR for the financial year 2017-18 is Rs. 15.43 Lacs (approx) (inclusive of unspent amount for year 2016-17).
The total amount spent by the Company in year 2017-18 is Rs. 12.06 Lakhs (Approx.) leaving an unutilized amount of around 3.37 Lakhs. The said unutilized amount will be contributed to certain NGOs which will undertake their proposed projects in early next fiscal.
SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:
The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2018 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.
COST AUDITORâS AND THEIR REPORT:
Cost Audit is not applicable on the product being manufactured by the Company
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.
PREVENTION OF INSIDER TRADING:
The Company has a formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company
The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
DEPOSITS:
The Company has not accepted any deposits from public during the year.
CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate dated 10th August, 2018 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.
The details of CSR activities/projects undertaken during the financial year under review are as follows:
|
S. No. |
CSR Project/activity identified |
Sector in which the project is covered |
Projects/ Programs Local area/others |
Amount outlay (budget) project or programs wise (Rs, in Lakhs) |
Amount spent on the project/ Program (Rs, In Lakhs) |
Cumulative expenditure upto the date of reporting period (Rs, in Lakhs) |
Amount Spent: Director or through implementing agency (Rs, in Lakhs) |
|
1 |
Promoting Education |
Education |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
2 |
Promoting Education |
Education |
New Delhi |
2.00 |
2.00 |
2.00 |
2.00 |
|
3 |
Promoting Education and Health Care |
Education & Healthcare |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
4 |
Promoting Health Care |
Health Care |
New Delhi |
4.00 |
3.00 |
3.00 |
3.00 |
|
5 |
Promoting Education |
Education |
Faridabad |
0.43 |
0.06 |
0.06 |
0.06 |
|
6 |
Promoting gender equality & women empowerment |
Empowering Women |
New Delhi |
3.00 |
1.00 |
1.00 |
1.00 |
|
15.43 |
12.06 |
12.06 |
12.06 |
* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital Society, Savera Association, Lily Foundation, HMP Gramya Vikas and Kalyan Foundation and Servants of the People Society.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company.
Amount (In '' Iakhs
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
|
Mr. Sanjay Sharma |
Executive Director (Up to 14.11.2017) |
6.40 |
4.18 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
10.54 |
6.88 |
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.05 |
Only Sitting fees paid |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Name of the Director/KMP |
Designation |
Remuneration for the year ended 2017-18 |
Remuneration for the year ended 2016-17 |
% change during the year |
|
Mr. Sanjay Sharma |
Executive Director (Upto 14.11.2017) |
6.40 |
9.86 |
NA |
|
Mr. Vijay Kumar Sharma |
Executive Director |
10.54 |
9.78 |
7.77 |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Ankush Jindal |
Company Secretary |
6.56 |
5.94 |
10.44 |
|
Mr. Kanwar Pal Pawar |
CFO |
3.81 |
3.63 |
4.96 |
(b) Percentage increase in remuneration of Directors and KMPs
Amount (In '' Iakhs
* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017.
(c) The median remuneration of the employees has increased by 5.72 % in 2017-18 as compared to 201617.
(d) Number of permanent employees on the rolls of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
|
Financial Year |
No. of Employees |
|
2016-17 |
230 |
|
2017-18 |
234 |
(e) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.
(f) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
Sd/-
Place: Faridabad Kuldeep Singh Bhalla
Date : 10th August, 2018 Independent Director
DIN:07504884
Sd/-
Vijay Kumar Sharma
Executive Director
DIN:06394784
Mar 31, 2018
DIRECTORSâ REPORT
To The Members,
The Directors have pleasure in presenting 32nd Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March 2018.
FINANCIAL RESULTS: _(Rs,in Lacs)
|
Particulars |
Year Ended |
Year Ended |
|
31st March, 2018 |
31st March, 2017 |
|
|
Revenue from Operations |
||
|
- Sale of Products |
20,550 |
17,306 |
|
- Other Operating revenues |
283 |
382 |
|
Total Revenue from Operations |
20,833 |
17,687 |
|
Other Income |
63 |
21 |
|
Total Income |
20,896 |
17,708 |
|
Profit before Interest, Depreciation & Tax |
2,137 |
1,659 |
|
Less: Interest |
340 |
286 |
|
Depreciation |
491 |
367 |
|
Profit Before Tax |
1,306 |
1,006 |
|
Less: Previous Year adjustments |
4 |
(9) |
|
Provision for Wealth Tax |
NIL |
NIL |
|
Provision for current year income-tax |
350 |
320 |
|
Provision for Deferred Tax |
56 |
(4) |
|
Net Profit after tax |
896 |
699 |
|
Net profit after tax and adjustments |
896 |
699 |
|
Other Comprehensive Income |
||
|
- Items that will not be classified to profit |
12 |
(2) |
|
or loss |
||
|
- Items that will classified to profit or loss |
NIL |
NIL |
|
Total Income |
908 |
697 |
|
EPS (Basic) |
17.88 |
13.73 |
|
EPS (Diluted) |
17.88 |
13.73 |
REVIEW OF OPERATIONS:
The Company has achieved net revenue from operations of '' 20,833 Lacs in this financial year ended on 31stMarch, 2018 at a growth of around 17.79 % as against '' 17,687 Lacs for the previous financial year. The net profit after tax for this year is Rs. 896 Lacs as compared to Rs. 699 Lacs for the previous financial year resulting an increase of 28.18%. The increase in profits is a result of expansion done and good order book position.
Reserves & Surplus as on 31st March, 2018 stand at Rs. 4,616 Lacs as against the paid-up capital of Rs. 508 Lacs.
DIVIDEND:
Your Directors recommend a dividend of Rs. 1.5/- per share (15%) for the financial year 2017-18. This dividend payout, if approved in the forthcoming Annual General Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.
will result in outflow of Rs. 76 Lacs excluding Dividend Distribution Tax.
The register of Members and Share Transfer Books will remain closed on Friday, 21st September, 2018 for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM. The AgM is scheduled to be held on Friday, 28th September, 2018
TRANSFER TO GENERAL RESERVE:
Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.
SHARE CAPITAL
The Authorized Share Capital of the Company has been increased to Rs. 5,10,00,000/- during the year 2017-18. The Company has issued and allotted 25,38,252 no. of fully paid up bonus equity shares in the ratio of 1:1 to the existing shareholders by capitalization of free reserves. The existing paid up capital of the Company is '' 5,07,65,040/BONUS ISSUE
The Board has issued and allotted bonus equity shares by capitalization of free reserves in the ratio of 1:1 i.e. one fully paid up equity share for every one equity share held on 16th October, 2017.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules , the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,21,352/pertaining to unclaimed and unpaid dividend for the financial year 2009-10. Further, 2,186 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal
The directors confirm that:
(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) They have 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 and of the profit of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered /
Auditors of the Company for financial year 2017-18. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/COO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
MARKETING AND EXPORT:
The export sales have registered a growth to Rs. 4,212 Lacs in financial year 2017-18 as against Rs. 3,841 Lacs in previous year. Thus, showing an increase of 9.66% with good contribution in the profitability.
RATING:
Your Company has been assigned a rating of A- (Stable) for Long Term Bank Facilities (Term Loans) of Rs. 20.20 Crores and rating of A2 for Short Term Bank Facilities (Fund Based Limits) availed from DBS Bank Limited, Yes Bank Limited and HDFC Bank Limited. The rating is assigned by CARE Ratings Limited.
SUBSIDIARIES:
The Company is not having any subsidiary company DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
During the year, Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017. Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.
DIRECTORSâ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
STATUTORY AUDITORS:
Pursuant to Section 139 of Companies Act, 2013 and the Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the Companies Act, 2013, M/s DSRV and Co. LLP, Chartered Accountants (Firm registration number 006993N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 31st Annual General Meeting held on 28th September, 2017, till the conclusion of 36th Annual General Meeting to be held in year 2022, subject to the ratification by shareholders at every Annual General Meeting or as may be necessitated by the Act from time to time.
The first year of Audit was of the financial statements for the year ending March 31, 2018, which included the audit of the quarterly financial statements for the year., Accordingly, the appointment of DSRV and Co. LLP is being recommended to the shareholders for ratification.
evaluated the Boards'' performance.
The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
REGISTERED OFFICE
The Registered Office address of the Company is Plot No. 74-75-76, Sector 6, Faridabad, Haryana - 121 006.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
CODE OF CONDUCT:
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Personsâ. The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.
The Designated employees have confirmed the compliance with the code of conduct.
AUDIT COMMITTEE:
The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year 4 (Four) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, for promotion of games by leveling of play ground at Inter College Jatpura, contribution for softwareâs and hard wareâs required for providing good knowledge and education to the childrens.
Further, the Company has also contributed to certain NGOs namely Savera Association engaged in promotion of health in rural areas where people lack the right guidance for regular health check-ups & proper treatment. The company has contributed towards medicines in their clinics and running costs of their mobile health clinics and Lily Foundation engaged in prevention of human trafficking in India.
The Company has also contributed to NGO namely servants of the People Society engaged in social, educational and cultural activities and HMP Gramya Vikas and Kalyan Foundation who are indulged in providing regular health check up camps in slum and rural areas. Further, the company has paid school fees and amount for books for two under privileged students.
The Board provided a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.
The present Composition of the CSR committee is:
1. Mr. Kuldeep Singh Bhalla, Independent Director
2. Mr. Vijay Kumar Sharma, Executive Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3) financial years is Rs. 7.31 Crores (approx). The threshold limit (2%) and total proposed spending on CSR for the financial year 2017-18 is Rs. 15.43 Lacs (approx) (inclusive of unspent amount for year 2016-17).
The total amount spent by the Company in year 2017-18 is Rs. 12.06 Lakhs (Approx.) leaving an unutilized amount of around 3.37 Lakhs. The said unutilized amount will be contributed to certain NGOs which will undertake their proposed projects in early next fiscal.
SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:
The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2018 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.
COST AUDITORâS AND THEIR REPORT:
Cost Audit is not applicable on the product being manufactured by the Company
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.
PREVENTION OF INSIDER TRADING:
The Company has a formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company
The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
DEPOSITS:
The Company has not accepted any deposits from public during the year.
CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate dated 10th August, 2018 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.
The details of CSR activities/projects undertaken during the financial year under review are as follows:
|
S. No. |
CSR Project/activity identified |
Sector in which the project is covered |
Projects/ Programs Local area/others |
Amount outlay (budget) project or programs wise (Rs, in Lakhs) |
Amount spent on the project/ Program (Rs, In Lakhs) |
Cumulative expenditure upto the date of reporting period (Rs, in Lakhs) |
Amount Spent: Director or through implementing agency (Rs, in Lakhs) |
|
1 |
Promoting Education |
Education |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
2 |
Promoting Education |
Education |
New Delhi |
2.00 |
2.00 |
2.00 |
2.00 |
|
3 |
Promoting Education and Health Care |
Education & Healthcare |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
4 |
Promoting Health Care |
Health Care |
New Delhi |
4.00 |
3.00 |
3.00 |
3.00 |
|
5 |
Promoting Education |
Education |
Faridabad |
0.43 |
0.06 |
0.06 |
0.06 |
|
6 |
Promoting gender equality & women empowerment |
Empowering Women |
New Delhi |
3.00 |
1.00 |
1.00 |
1.00 |
|
15.43 |
12.06 |
12.06 |
12.06 |
* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital Society, Savera Association, Lily Foundation, HMP Gramya Vikas and Kalyan Foundation and Servants of the People Society.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company.
Amount (In '' Iakhs
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
|
Mr. Sanjay Sharma |
Executive Director (Up to 14.11.2017) |
6.40 |
4.18 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
10.54 |
6.88 |
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.05 |
Only Sitting fees paid |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Name of the Director/KMP |
Designation |
Remuneration for the year ended 2017-18 |
Remuneration for the year ended 2016-17 |
% change during the year |
|
Mr. Sanjay Sharma |
Executive Director (Upto 14.11.2017) |
6.40 |
9.86 |
NA |
|
Mr. Vijay Kumar Sharma |
Executive Director |
10.54 |
9.78 |
7.77 |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Kuldeep Singh Bhalla |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Ankush Jindal |
Company Secretary |
6.56 |
5.94 |
10.44 |
|
Mr. Kanwar Pal Pawar |
CFO |
3.81 |
3.63 |
4.96 |
(b) Percentage increase in remuneration of Directors and KMPs
Amount (In '' Iakhs
* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017.
(c) The median remuneration of the employees has increased by 5.72 % in 2017-18 as compared to 201617.
(d) Number of permanent employees on the rolls of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.
|
Financial Year |
No. of Employees |
|
2016-17 |
230 |
|
2017-18 |
234 |
(e) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.
(f) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
Sd/-
Place: Faridabad Kuldeep Singh Bhalla
Date : 10th August, 2018 Independent Director
DIN:07504884
Sd/-
Vijay Kumar Sharma
Executive Director
DIN:06394784
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 61st Annual Report on the business and operations of your Company along with Audited Accounts and the Auditorsâ Report thereon for the Financial Year ended 31st March, 2018.
Financial Highlights:
(Rs. in lacs)
|
Particulars: |
Year Ended 31st March, 2018 |
Year Ended 31st March, 2017 |
|
Net Revenue from Operations |
40,000.61 |
35,343.01 |
|
Profit before Interest and Depreciation |
5,023.04 |
4,049.44 |
|
Less : Interest |
1,393.78 |
1,590.58 |
|
Depreciation |
1,419.45 |
1,231.39 |
|
Profit before Tax before Exceptional Item |
2,209.81 |
1,227.47 |
|
Exceptional Item |
215.77 |
0.00 |
|
Profit before Tax and after Exceptional Item |
2,425.58 |
1,227.47 |
|
Less: Provision for Taxation |
523.01 |
288.40 |
|
Provision for Deferred Tax |
105.03 |
21.89 |
|
Less: (Excess)/ Short provision of tax for earlier years written back/provided |
(111.57) |
(95.69) |
|
Profit after Tax |
1,909.11 |
1,012.87 |
|
Other Comprehensive Income |
||
|
a) Items that will not be reclassified to profit and loss |
414.59 |
861.38 |
|
b) Income tax relating to items that will not be reclassified to profit and loss |
(88.62) |
(204.62) |
|
Total other comprehensive income |
325.97 |
656.76 |
|
Total comprehensive income |
2,235.08 |
1,669.63 |
The accounts of Company have been prepared in accordance with the principles and procedures of Indian Accounting Standards (Ind AS) and previous yearâs figures in the above table have been regrouped as per Ind AS.
FINANCIAL REVIEW
The Indian economy has recovered from demonetization and Goods and Services Tax has been smoothly implemented. It is predicted that Indian economyâs growth will accelerate from 6.7% in 2017 to 7.3% in 2018 and 7.5% in 2019. Economic growth is projected to remain strong and India will remain the fastest-growing G20 economy. The increase in public wages and pensions will support consumption. Private investment will recover gradually as excess capacity diminishes, and the landmark Goods and Services Tax and other measures to improve the ease of doing business are being implemented. However, large non-performing loans and high leverage of some companies are holding back investment. The GDP growth was around 6.7% during the Fiscal Year 2017-18.
During the Financial Year 2017-18 your Company on standalone basis has recorded a turnover of Rs. 392.98 crores, approximately 20.96% higher as compared to last Financial Year 2016-17 with turnover of Rs. 324.88 crores. Profit after tax (PAT) for the Company was at Rs. 19.09 crores, approximately 88.64% higher as compared to PAT of Rs. 10.12 crores in previous year 2016-17.
The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of Rs. 117.11 crores, with an increase of approximately 8.24% as compared to last Financial Year 2016-17 with turnover of Rs. 108.19 crores. PAT of LTL was at Rs. 14.36 crores, higher by approximately 14.06% as compared to PAT of Rs. 12.59 crores in previous year 2016-17.
The JV Company Magneti Marelli Talbros Chassis Systems Private Limited (MMT) has has recorded a turnover of Rs. 108.85 crores, higher by approximately 28.25% as compared to last Financial Year 2016-17 with turnover of Rs. 84.86 crores. PAT of MMT was at Rs. 4.11 crores, higher by approximately 154% as compared to Rs. 1.62 crores in previous year 2016-17.
Talbros Marugo Rubber Private Limited (TMR), another JV Company has recorded a turnover of Rs. 40.88 crores, higher by approximately 33.11% as compared to last Financial Year 2016-17 of Rs. 30.71 crores.
During the Financial Year 2017-18, the consolidated total revenues increased 21% from Rs. 324.88 crores in 2016-17 to Rs. 392.98 crores in 2017-18, largely on account of new order inflows and large off take. Profit before exceptional items improved 80% from Rs. 14.36 crores in 2016-17 to Rs. 25.90 crores in 2017-18. Profit after tax improved 87% from Rs. 12.22 crores in 2016-17 to Rs. 22.90 crores in 2017-18.
NEW INITIATIVES
Your Company has set up a post coating line which has commenced production from February 2018 to rationalize raw material costs which focus on at least 60% capacity utilization during F.Y. 2018-19. The Company has received new orders from overseas OEMs.
The Forging Division, in addition to capturing the agri market, has forayed into global OE car segment and is in talks with a large two wheeler manufacturer for its forging requirements. With a view to diversify its geographic risks, new customers have been approached. We are focused on enhancing our internal efficiencies and leverage on our technological know-how to supply best in class products to our customers. The revenues from forging division stood at Rs. 112.35 crores in the year under review against revenues of Rs. 70.59 crores during previous year. The Company has started supplies for the order from large German car manufacturer.
The Company has received orders from large auto components manufacturer from USA to supply heavier forged parts with estimated revenue of Rs. 35 crores per annum. In the gasket business, the focus is going to be on OE export business as well as on offloading the non-critical item to OSP.
The JV Company Nippon Leakless Talbros Private Limited (LTL) has been exploring various options to increase its presence in two wheeler gasket business. LTL has been constantly developing gaskets for new models to be launched by Hero, Honda & Yamaha in the coming financial year.
The second JV Company Magneti Marelli Talbros Chassis Systems Pvt Ltd (MMT) is trying to enter higher value- added products such as the front axle and is in talks with Maruti Suzuki India Limited on the same and also on of expanding its range of products with them. MMT has received orders from Maruti Suzuki to supply Front Suspension with estimated revenue of Rs. 24 crores per annum. The JV Company has also started supplies for the order received from large European car manufacturer.
Talbros Marugo Rubber Private Limited (TMR), the third JV Company is also on the right track. The Hose division has witnessed improved volumes during the year from Maruti Suzuki. The JV Company is focusing to start supplying Hoses to Marugo Rubber Industries, Japan. The JV Company has also started production of Air Cleaner Hoses.
FUTURE OUTLOOK
India has emerged as one of the fastest growing economies in recent times. Government of India wants to make automobile manufacturing as the main driver of âMake in Indiaâ initiative, as its expects Passenger Vehicle market to triple to 9.4m units by 2026, as highlighted in Auto Mission Plan (AMP) 20162026 and also plans to promote eco-friendly cars in the country with a scheme for faster adoption and manufacturing of Electric and Hybrid vehicle in India, under the National Electric Mobility Mission 2020. GST has been smoothly implemented from 1st July, 2017 and this will further boost the business growth in the long term.
The long term outlook remains positive for the automotive industry with all major global players having a base in India for manufacturing, global sourcing. The Financial year 2018-19 is expected to bring positive sentiments back in the market. The two-wheeler industry is slated to deliver a better performance at 11% - 13%. Commercial vehicles are pitted to continue their growth momentum in double digits at 10%- 12%. A strong cyclical recovery in the global economy with the world projected at 3.40%. USA Administrationâs protectionist policy agenda is a real concern for the Global Economy.
The future outlook of your Company remains positive as your Company along with its Joint Venture Companies is actively working on both the strategic front and the operations front to take advantage of the turning trends which includes Research and Development, improving operational performances, focus on quality and broadening the customer base, among others.
DIVIDEND
Your Directors are pleased to recommend 15% dividend at the rate of Rs. 1.50/- per share for the year 2017-18 on 12345630 equity shares of Rs. 10/- each for the approval of members at the ensuing Annual General Meeting.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2009-10 amount aggregating to Rs. 1,69,020 had been transferred to the âInvestor Education and Protection Fundâ established by the Central Government on 19th August, 2017.
The Company shall transfer the unclaimed dividend for the year 2010-11 to Investor Education and Protection Fund on or before 5th October, 2018 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.
The shareholders who have not encashed their dividend warrants for the financial year 2010-11 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for the year 2010-11.
SHARE CAPITAL
The paid up capital of the company as on 31st March, 2018 was Rs. 1234.563 lacs. During the year under review, the company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently no change in the capital structure since previous year.
FIXED DEPOSITS
The total amount of deposits outstanding as on 31st March, 2018 stands at Rs. 6.76 crores.
BOARD MEETINGS
During the Financial Year 2017-18, 4 (four) Board Meetings were held. Details of the same are available in the section âMeetings of the Board of Directorsâ, in the Corporate Governance Report.
DIRECTORS
Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.
During the reporting period, Mrs. Pallavi Sadanand Poojari, Independent Woman Director resigned from the directorship of the Company w.e.f 23rd August, 2017.
Mrs. Priyanka Gulati has been appointed as an additional Director w.e.f. 25th May, 2018 and her term as Additional Director expires at the ensuing Annual General Meeting. Her appointment as an Independent Director has been recommended for approval of members at the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
As on date, company has following key managerial personnel in compliance with the provisions of section 203 of the Companies Act 2013.
1. Mr. Umesh Talwar - Vice Chairman & Managing Director
2. Mr. Manish Khanna - Chief Financial Officer
3. Mrs. Seema Narang - Company Secretary
All Directors, key managerial personnel and senior management have confirmed compliance with the companyâs Code of Conduct.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;
b) That Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the period ended on 31st March, 2018;
c) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That Directors have prepared the annual accounts on a going concern basis;
e) That the directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) That Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)
The Independent Directors have furnished certificates of independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act 2013 and are not disqualified to act as an Independent Director. The Board is also of the opinion the Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the company.
DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of Companies Act 2013 and the Articles of Association of the company Mr. Vidur Talwar (DIN 00114643) retires by rotation and being eligible offers himself for re-appointment. Details of the proposal for his re- appointment are mentioned in the explanatory statement annexed to the notice of the 61st Annual General Meeting. The Board recommends his re-appointment.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
AUDIT COMMITTEE
The Audit Committee held four (4) meetings during the year. The composition of the Audit Committee of the Company is as under:-
|
Name of Director |
Category |
|
|
Mr. V. Mohan |
Chairman |
Independent Director |
|
Mr. Anil Kumar Mehra |
Member |
Independent Director |
|
Mr. Rajive Sawhney |
Member |
Independent Director |
|
Mr. Amit Burman |
Member |
Independent Director |
|
Mr. Vidur Talwar |
Member |
Non- Executive Director |
|
Mr. Anuj Talwar |
Member |
Executive Director |
The Chief Financial Officer, Statutory Auditors and the Internal Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Cost Auditor to attend the meeting as and when required.
Mrs. Seema Narang, Company Secretary, is the Secretary of the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
As required under the listing SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, MD&A is enclosed as Annexure I and is part of this Report.
RELATED PARTY DISCLOSURES
Related party transactions are periodically reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions as referred to in Section 188(1) of the Companies Act, 2013.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.
The contracts or arrangements of the Company with related parties during the period under review were in ordinary course of business and on armsâ length basis and in accordance with the shareholdersâ approval by way of special resolution.
The board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 which is available on companyâs website at following link: http://www.talbros.com/ investors/investor-corporate/related-party-policy/ The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is attached as Annexure II.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Company has appointed M/s. Mazars Advisory Private Limited for carrying out the assignment of Internal Control over Financial Reporting.
REMUNERATION POLICY & BOARD EVALUATION
The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.
CORPORATE GOVERNANCE
A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is enclosed as part of Corporate Governance Report. The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading âCorporate Governanceâ.
RISK MANAGEMENT POLICY
Risk management forms an integral part of management policy and is an ongoing process integrated with operations.
The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks.
Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.
Details of establishment of vigil mechanism/ whistle blower are disclosed in the Corporate Governance Report.
The policy on vigil mechanism is available on companyâs website at www.talbros.com.
During the year under review, no employee was denied access to the system to report any grievance.
LISTING OF SHARES
The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).
CORPORATE SOCIAL RESPONSIBILITY
Talbros Automotive Components Ltd. (TACL) has formulated Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society specially the children and contributed to several NGOs including Savera Association, Talwar Foundation, Helpage India, CRY, Save the Girl, Save the Children committed for attending to education and nutrition needs of the under privileged children and women.
As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on companyâs website www.talbros.com) and further details of the CSR activities are contained in the Annexure - III to this Report.
AUDITORS AND AUDITORS REPORT Statutory Auditors
M/s. J C Bhalla & Co., (Firm Registration No. 001111N), Chartered Accountants, New Delhi and M/s. A. R. Sulakhe & Co., (Firm Registration No. 110540W), Chartered Accountants, Branch Auditor for Pune Plant are the Statutory Auditors of the Company.
The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statement of the Company for the financial year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
Secretarial Auditors
The Board re-appointed Mrs. Kiran Sharma (membership no. 4942 & certificate of practice no. 3116) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19.
The Secretarial Audit Report for the financial year ended 31st March, 2018 as provided by M/s. Kiran Sharma & Associates, Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.
Cost Auditors
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) were reappointed as the cost auditors of the Company for the financial year ending 31st March, 2018 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report for the financial year 2016-17 issued by M/s. Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) during the year.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further on the recommendation of the Audit Committee the Board of Directors have also re-appointed them as Cost Auditors for financial year 2018-19, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on 31st March, 2018 in Form AOC-1 is annexed to this Report as Annexure V.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the requirements of Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.
PARTICULARS OF EMPLOYEES AND RATIO OF DIRECTOR REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION
There is no employee drawing salary above the limits prescribed under Section 197(12). Hence there is no i n for ma t i o n requ i red a s p rov i d ed u nd er Sect i on 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report Annexure -VII.
The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT-9 forms part of Boardâs report and is annexed herewith as Annexure- VIII.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companyâs operations in future.
There have been no material changes and commitments which affect the financial position of the company between the end of the financial year and the date of this report including change in capital structure.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.
For and on behalf of the Board
Sd/- Sd/-
Umesh Talwar Anuj Talwar
Vice Chairman Joint Managing Director and Managing Director
Place: Gurugram
Date: 25th May, 2018
Mar 31, 2016
To The Members,
The Directors have pleasure in presenting 30th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March 2016.
FINANCIAL RESULTS: (Rs. in Lacs)
|
Particulars |
Year Ended 31st March, 2016 |
Year Ended 31st March, 2015 |
|
Gross Sales |
15,407.52 |
13,829.10 |
|
Less: Excise Duty |
1,476.78 |
1,209.16 |
|
Net Sales |
13,930.74 |
12,619.94 |
|
Other Income |
206.02 |
260.38 |
|
Total Income |
14,136.76 |
12,880.32 |
|
Profit before Interest, |
1,165.80 |
1,264.18 |
|
Depreciation & Tax |
||
|
Less: Interest |
290.74 |
245.33 |
|
Depreciation |
354.30 |
358.90 |
|
Profit Before Tax |
520.76 |
659.95 |
|
Less: Previous Year adjustments |
NIL |
2.86 |
|
Provision for Wealth Tax |
NIL |
0.47 |
|
Provision for current |
200.00 |
244.60 |
|
year income-tax |
||
|
Provision for Deferred Tax |
(15.79) |
(42.86) |
|
Net Profit after tax |
336.55 |
454.88 |
|
Add : Balance carried from |
2,034.20 |
1,808.49 |
|
Profit & Loss A/c |
||
|
Net profit after tax and |
2,370.75 |
2,263.37 |
|
adjustments |
||
|
Dividends |
||
|
Less: Interim Dividend |
NIL |
NIL |
|
Final Dividend (Proposed) |
NIL |
152.30 |
|
Dividend Distribution Tax on |
NIL |
31.87 |
|
Proposed Dividend |
||
|
Transferred to General Reserve |
34.00 |
45.00 |
|
Balance carried to Balance Sheet |
2,336.75 |
2,034.20 |
|
EPS (Basic) |
13.26 |
17.92 |
|
EPS (Diluted) |
13.26 |
17.92 |
REVIEW OF OPERATIONS:
The net revenue from operations of the Company stands at Rs. 13,930.74 Lacs in this financial year ended on 31st March, 2016 at a growth of around 10.39 % as against Rs. 12,619.94 Lacs for the previous financial year. The net profit after tax for this year is Rs. 336.55 Lacs as compared to Rs. 454.87 Lacs for the previous financial year resulting a decline of 26.00%. This decline in profits is due to the higher interest burden, due to capex investment and also the increase in input cost not recoverable from customers in a comparative market. The continuous slide downwards of steel prices during the course of year resulted in low margins while disposing the higher price inventory. Finally, due to extreme pressure from domestic OEMs, focus got diluted from the export segment. With an increase in capacity coming through financial year 2016-17, we can expect higher focus on exports.
Reserves & Surplus as on 31st March, 2016 will stand at Rs. 3,338.07 Lacs as against the paid-up capital of Rs. 253.83 Lacs.
DIVIDEND:
Your Directors does not recommend dividend for the financial year 2015-16 keeping in mind the expansions planned for better growth of the Company. Land has been acquired for two new plants. Commercial production in one plant is expected to start from December, 2016.
TRANSFER TO GENERAL RESERVE:
The Company proposes a transfer of Rs. 34,00,000/- (Rupees Thirty Four Lacs) to the general reserves out of the amount available for appropriation and an amount of Rs. 3.03 Crores is proposed to be retained in the profit and loss account.
SHARE CAPITAL
The paid up equity capital of the Company as on March 31, 2016 was Rs. 253.83 Lacs during the year under review.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2015-16. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director/CEO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
MARKETING AND EXPORT:
The export sales have been declined to Rs. 2,200.92 Lacs in financial year 2015-16 as against Rs. 2,870.32 Lacs in previous year.
RATING:
Your Company has been assigned a rating of BBB for Long Term Bank Facilities (Term Loans) of Rs. 10.80 Crores and rating of BBB /A2 for Long / Short Term Bank Facilities (Fund Based Limits) availed from Indusind Bank Limited and DBS Bank Ltd The rating is assigned by CARE (Credit Analysis & Research Limited).
SUBSIDIARIES:
The Company is not having any subsidiary company.
DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
Mr. Sanjay Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Tarun Talwar, Managing Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary. There has been no change in the key managerial personnel during the year.
Further, Mr. Kartik Talwar, Non Executive Non Independent Director has resigned from the Directorship effective from 29th April, 2016. In order to maintain the proper quorum and in compliance with the Companies Act, 2013 and rules made thereunder and SEBI (Listing Regulations), 2015, the Board of Directors has appointed Mrs. Gita Talwar, Mr. Kuldeep Singh Bhalla and Mr. Nitin Agarwal as Additional Directors of the Company w.e.f. 29th April, 2016.
Afterwards, Mrs. Gita Talwar and Mr. Nitin Agarwal have also resigned from the post of Additional Directors effective from 06th June, 2016 and the Board has accepted the same in Board Meeting held on 07th June, 2016. Also, the Board has decided to re-designate Mr. Tarun Talwar from Managing Director to Chief Executive Officer (CEO) of the Company effective from 07th June, 2016.
Your Directors recommend to pass necessary resolution for appointment of Mr. Kuldeep Singh Bhalla as Independent Director as set out in the item no. 4 of the notice of the annual general meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:-
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) 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 and of the profit of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 7 (Seven) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered / evaluated the Boards'' performance including the chairman.
The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
CODE OF CONDUCT:
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Personsâ. The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.
The Designated employees have confirmed the compliance with the code of conduct.
AUDIT COMMITTEE:
The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year five meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.
The Committee has been reconstituted on 07th June, 2016 as detailed in Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.
The Committee has been reconstituted on 29th April, 2016 and 07th June, 2016 as detailed in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
STATUTORY AUDITORS:
Comments of the Auditors in their report and the notes forming part of the Balance Sheet are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013.
Your directors request the ratification of M/s Rakesh Raj & Associates as Statutory Auditors for Financial Year 201617. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013
You are requested to ratify their appointment as Statutory Auditors form the conclusion of this Annual General Meeting up to the conclusion of 31st Annual General Meeting.
SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:
The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31st March, 2016 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.
COST AUDITORâS AND THEIR REPORT:
Cost Audit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.
PREVENTION OF INSIDER TRADING:
The SEBI has notified SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new code for prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
DEPOSITS:
The Company has not accepted any deposits from public during the year.
CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory
Auditor''s Certificate dated 05 August, 2016 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.
Mr. Tarun Talwar, Chief Executive Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged childrenâs, contribution for softwares and hardwares required for providing good knowledge and education to the childrenâs.
Further, the Company has also contributed to a NGO namely Shree Sardar Vallabhai Patel Rotary General Hospital Trust for promoting health in rural areas where people lack the right guidance for regular health checkups and proper treatment.
The Company has contributed a major portion of its CSR expenditure in construction of Orphange house in Dehradun.
Also, the Company has taken an initiative to maintain the flora around its Registered Office.
The Board provide a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.
The present Composition of the CSR committee is:
1. Mr. Sanjay Sharma, Executive Director
2. Mr. Vijay Kumar Sharma, Executive Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3) financial years is Rs. 6.70 Crores (approx). The threshold limit (2%) is Rs. 13.40 Lacs (approx). The total proposed spending on CSR for year 2015-16 was Rs. 14.77 Lacs (approx.) including unspent amount of Rs. 1.37 Lacs for year 2014-15.
The total amount spent by the Company in year 2015-16 is Rs. 14.80 Lakhs.
The details of CSR activities / projects undertaken during the financial year under review are as follows:
|
S. No. |
CSR Project/activity identified |
Sector in which the project is covered |
Projects/ Programs Local area/others |
Amount outlay (budget) project or programs wise (Rs. In Lakhs) |
Amount spent on the project/ Program (Rs. In Lakhs) |
Cumulative expenditure up to the date of reporting period (Rs. In Lakhs) |
Amount Spent: Director or through implementing agency (Rs. In Lakhs) |
|
1 |
Promoting Preventive Health Care |
Healthcare |
Ankleshwar (Gujarat) |
2.00 |
2.00 |
2.00 |
2.00 |
|
2 |
Promoting Education |
Education |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
3 |
Building Construction for Orphans |
Construction |
Dehradun |
5.00 |
5.00 |
5.00 |
5.00 |
|
4 |
Promoting Education and Health Care |
Education & Healthcare |
New Delhi |
1.00 |
1.00 |
1.00 |
1.00 |
|
5 |
Protection of Flora & Fauna 1 |
lora & Fauna |
Faridabad |
3.80 |
3.80 |
3.80 |
3.80 |
|
14.80 |
14.80 |
14.80 |
14.80 |
* Details of Implementing Agency: Shree Sardar Vallabhai Patel Rotary General Hospital Trust, RBTH Singh Memorial Charitable Hospital Society, Shri Shradhanand Bal Vanita Ashram and Savera Association.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under the Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.
CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules.
Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
Amount (In Rs.)
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
|
Mr. Tarun Talwar |
Managing Director |
52.56 |
37.75 |
|
Mr. Sanjay Sharma |
Executive Director |
9.26 |
6.65 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
9.18 |
6.59 |
|
Mr. Kartik Talwar |
Director |
0.00 |
Not Applicable |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
Only sitting fees paid |
(b) Percentage increase in remuneration of Directors and KMPs
Amount (In Rs.)
|
Name of the Director/KMP |
Designation |
Remuneration for the year ended 2015-16 |
Remuneration for the year ended 2015-16 |
% change during the year |
|
Mr. Tarun Talwar |
Managing Director |
52.56 |
32.30 |
62.72 |
|
Mr. Sanjay Sharma |
Executive Director |
9.26 |
8.80 |
5.23 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
9.18 |
8.72 |
5.28 |
|
Mr. Kartik Talwar |
Director |
0.00 |
0.00 |
0.00 |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Ankush Jindal |
Company Secretary |
5.35 |
4.20* |
27.38 |
|
Mr. Kanwar Pal Pawar |
CFO |
3.28 |
3.09 |
6.15 |
* Remuneration paid for the period 01st June, 2014 to 31st March, 2015.
(c) The median remuneration of the employees has increased by 6.76 % in 2015-16 as compared to 2014-15
(d) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2014-15 |
192 |
|
2015-16 |
217 |
These numbers are exclusive of Directors and President of the Company.
(e) The Company''s overall turnover has been increased by 10.39% and keeping in mind the performance of company viz a viz Directors and KMPs, the company has incremented their salaries based on the position and responsibilities allocated to them. The Company has paid remuneration in line with the policy adopted for payment of remuneration.
(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:
|
Particulars |
Amount (In Crores) |
|
Aggregate Remuneration of key managerial personnel in FY 2015-16 |
0.80 |
|
Revenue for the year 2015-16 |
141.37 |
|
Remuneration of KMPs (as a % of revenue) |
0.57 |
|
Profit Before Tax (PBT) |
5.21 |
|
Remuneration of KMPs (as a % of PBT) |
15.36 |
(g) Market Capitalization and Price Earnings Ratio
|
Particulars |
As on 31st March, 2016 |
As on 31st March, 2015 |
|
Price Earnings Ratio |
11.92 |
3.56 |
|
Market Capitalization (Rs. In Crores) |
40.10 |
16.19 |
|
Net worth of the |
||
|
Company ( Rs. In Crores) |
35.92 |
32.56 |
(h) There is no variable component availed by the directors during the year.
(i) No employee has received remuneration in excess to the remuneration paid to Mr. Tarun Talwar, Managing Director of the Company during the year.
(j) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Return for the year 2015-16 being attached with the Directors Report as Annexure - C
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
Sd/-
Place: Faridabad Sanjay Sharma
Date : 05 August, 2016 Chairman
Mar 31, 2016
To The Members,
The Directors have pleasure in presenting 30th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March 2016.
FINANCIAL RESULTS: (Rs. in Lacs)
|
Particulars |
Year Ended 31st March, 2016 |
Year Ended 31st March, 2015 |
|
Gross Sales |
15,407.52 |
13,829.10 |
|
Less: Excise Duty |
1,476.78 |
1,209.16 |
|
Net Sales |
13,930.74 |
12,619.94 |
|
Other Income |
206.02 |
260.38 |
|
Total Income |
14,136.76 |
12,880.32 |
|
Profit before Interest, |
1,165.80 |
1,264.18 |
|
Depreciation & Tax |
||
|
Less: Interest |
290.74 |
245.33 |
|
Depreciation |
354.30 |
358.90 |
|
Profit Before Tax |
520.76 |
659.95 |
|
Less: Previous Year adjustments |
NIL |
2.86 |
|
Provision for Wealth Tax |
NIL |
0.47 |
|
Provision for current |
200.00 |
244.60 |
|
year income-tax |
||
|
Provision for Deferred Tax |
(15.79) |
(42.86) |
|
Net Profit after tax |
336.55 |
454.88 |
|
Add : Balance carried from |
2,034.20 |
1,808.49 |
|
Profit & Loss A/c |
||
|
Net profit after tax and |
2,370.75 |
2,263.37 |
|
adjustments |
||
|
Dividends |
||
|
Less: Interim Dividend |
NIL |
NIL |
|
Final Dividend (Proposed) |
NIL |
152.30 |
|
Dividend Distribution Tax on |
NIL |
31.87 |
|
Proposed Dividend |
||
|
Transferred to General Reserve |
34.00 |
45.00 |
|
Balance carried to Balance Sheet |
2,336.75 |
2,034.20 |
|
EPS (Basic) |
13.26 |
17.92 |
|
EPS (Diluted) |
13.26 |
17.92 |
REVIEW OF OPERATIONS:
The net revenue from operations of the Company stands at Rs. 13,930.74 Lacs in this financial year ended on 31st March, 2016 at a growth of around 10.39 % as against Rs. 12,619.94 Lacs for the previous financial year. The net profit after tax for this year is Rs. 336.55 Lacs as compared to Rs. 454.87 Lacs for the previous financial year resulting a decline of 26.00%. This decline in profits is due to the higher interest burden, due to capex investment and also the increase in input cost not recoverable from customers in a comparative market. The continuous slide downwards of steel prices during the course of year resulted in low margins while disposing the higher price inventory. Finally, due to extreme pressure from domestic OEMs, focus got diluted from the export segment. With an increase in capacity coming through financial year 2016-17, we can expect higher focus on exports.
Reserves & Surplus as on 31st March, 2016 will stand at Rs. 3,338.07 Lacs as against the paid-up capital of Rs. 253.83 Lacs.
DIVIDEND:
Your Directors does not recommend dividend for the financial year 2015-16 keeping in mind the expansions planned for better growth of the Company. Land has been acquired for two new plants. Commercial production in one plant is expected to start from December, 2016.
TRANSFER TO GENERAL RESERVE:
The Company proposes a transfer of Rs. 34,00,000/- (Rupees Thirty Four Lacs) to the general reserves out of the amount available for appropriation and an amount of Rs. 3.03 Crores is proposed to be retained in the profit and loss account.
SHARE CAPITAL
The paid up equity capital of the Company as on March 31, 2016 was Rs. 253.83 Lacs during the year under review.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2015-16. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director/CEO.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.
MARKETING AND EXPORT:
The export sales have been declined to Rs. 2,200.92 Lacs in financial year 2015-16 as against Rs. 2,870.32 Lacs in previous year.
RATING:
Your Company has been assigned a rating of BBB for Long Term Bank Facilities (Term Loans) of Rs. 10.80 Crores and rating of BBB /A2 for Long / Short Term Bank Facilities (Fund Based Limits) availed from Indusind Bank Limited and DBS Bank Ltd The rating is assigned by CARE (Credit Analysis & Research Limited).
SUBSIDIARIES:
The Company is not having any subsidiary company.
DIRECTORS:
The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
Mr. Sanjay Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.
Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Tarun Talwar, Managing Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary. There has been no change in the key managerial personnel during the year.
Further, Mr. Kartik Talwar, Non Executive Non Independent Director has resigned from the Directorship effective from 29th April, 2016. In order to maintain the proper quorum and in compliance with the Companies Act, 2013 and rules made thereunder and SEBI (Listing Regulations), 2015, the Board of Directors has appointed Mrs. Gita Talwar, Mr. Kuldeep Singh Bhalla and Mr. Nitin Agarwal as Additional Directors of the Company w.e.f. 29th April, 2016.
Afterwards, Mrs. Gita Talwar and Mr. Nitin Agarwal have also resigned from the post of Additional Directors effective from 06th June, 2016 and the Board has accepted the same in Board Meeting held on 07th June, 2016. Also, the Board has decided to re-designate Mr. Tarun Talwar from Managing Director to Chief Executive Officer (CEO) of the Company effective from 07th June, 2016.
Your Directors recommend to pass necessary resolution for appointment of Mr. Kuldeep Singh Bhalla as Independent Director as set out in the item no. 4 of the notice of the annual general meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:-
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(ii) 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 and of the profit of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 7 (Seven) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered / evaluated the Boards'' performance including the chairman.
The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION:
The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.
CODE OF CONDUCT:
The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as âCode of Ethics for Designated Personsâ. The same has been posted on the website of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.
The Designated employees have confirmed the compliance with the code of conduct.
AUDIT COMMITTEE:
The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year five meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.
The Committee has been reconstituted on 07th June, 2016 as detailed in Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.
The Committee has been reconstituted on 29th April, 2016 and 07th June, 2016 as detailed in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS:
The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the year under review.
STATUTORY AUDITORS:
Comments of the Auditors in their report and the notes forming part of the Balance Sheet are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013.
Your directors request the ratification of M/s Rakesh Raj & Associates as Statutory Auditors for Financial Year 201617. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013
You are requested to ratify their appointment as Statutory Auditors form the conclusion of this Annual General Meeting up to the conclusion of 31st Annual General Meeting.
SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:
The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31st March, 2016 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.
COST AUDITORâS AND THEIR REPORT:
Cost Audit is not applicable on the product being manufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.
PREVENTION OF INSIDER TRADING:
The SEBI has notified SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new code for prevention of insider trading. The same has also been published on the website of the Company.
The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.
All the directors and designated employees have confirmed compliance with the code.
DEPOSITS:
The Company has not accepted any deposits from public during the year.
CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory
Auditor''s Certificate dated 05 August, 2016 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.
Mr. Tarun Talwar, Chief Executive Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Schedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged childrenâs, contribution for softwares and hardwares required for providing good knowledge and education to the childrenâs.
Further, the Company has also contributed to a NGO namely Shree Sardar Vallabhai Patel Rotary General Hospital Trust for promoting health in rural areas where people lack the right guidance for regular health checkups and proper treatment.
The Company has contributed a major portion of its CSR expenditure in construction of Orphange house in Dehradun.
Also, the Company has taken an initiative to maintain the flora around its Registered Office.
The Board provide a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.
The present Composition of the CSR committee is:
1. Mr. Sanjay Sharma, Executive Director
2. Mr. Vijay Kumar Sharma, Executive Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3) financial years is Rs. 6.70 Crores (approx). The threshold limit (2%) is Rs. 13.40 Lacs (approx). The total proposed spending on CSR for year 2015-16 was Rs. 14.77 Lacs (approx.) including unspent amount of Rs. 1.37 Lacs for year 2014-15.
The total amount spent by the Company in year 2015-16 is Rs. 14.80 Lakhs.
The details of CSR activities / projects undertaken during the financial year under review are as follows:
|
S. No. |
CSR Project/activity identified |
Sector in which the project is covered |
Projects/ Programs Local area/others |
Amount outlay (budget) project or programs wise (Rs. In Lakhs) |
Amount spent on the project/ Program (Rs. In Lakhs) |
Cumulative expenditure up to the date of reporting period (Rs. In Lakhs) |
Amount Spent: Director or through implementing agency (Rs. In Lakhs) |
|
1 |
Promoting Preventive Health Care |
Healthcare |
Ankleshwar (Gujarat) |
2.00 |
2.00 |
2.00 |
2.00 |
|
2 |
Promoting Education |
Education |
New Delhi |
3.00 |
3.00 |
3.00 |
3.00 |
|
3 |
Building Construction for Orphans |
Construction |
Dehradun |
5.00 |
5.00 |
5.00 |
5.00 |
|
4 |
Promoting Education and Health Care |
Education & Healthcare |
New Delhi |
1.00 |
1.00 |
1.00 |
1.00 |
|
5 |
Protection of Flora & Fauna 1 |
lora & Fauna |
Faridabad |
3.80 |
3.80 |
3.80 |
3.80 |
|
14.80 |
14.80 |
14.80 |
14.80 |
* Details of Implementing Agency: Shree Sardar Vallabhai Patel Rotary General Hospital Trust, RBTH Singh Memorial Charitable Hospital Society, Shri Shradhanand Bal Vanita Ashram and Savera Association.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under the Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.
CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules.
Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
Amount (In Rs.)
|
Name of the Director |
Designation |
Remuneration paid |
Ratio to median remuneration |
|
Mr. Tarun Talwar |
Managing Director |
52.56 |
37.75 |
|
Mr. Sanjay Sharma |
Executive Director |
9.26 |
6.65 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
9.18 |
6.59 |
|
Mr. Kartik Talwar |
Director |
0.00 |
Not Applicable |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
Only sitting fees paid |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
Only sitting fees paid |
(b) Percentage increase in remuneration of Directors and KMPs
Amount (In Rs.)
|
Name of the Director/KMP |
Designation |
Remuneration for the year ended 2015-16 |
Remuneration for the year ended 2015-16 |
% change during the year |
|
Mr. Tarun Talwar |
Managing Director |
52.56 |
32.30 |
62.72 |
|
Mr. Sanjay Sharma |
Executive Director |
9.26 |
8.80 |
5.23 |
|
Mr. Vijay Kumar Sharma |
Executive Director |
9.18 |
8.72 |
5.28 |
|
Mr. Kartik Talwar |
Director |
0.00 |
0.00 |
0.00 |
|
Mr. Sunil Kumar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Ms. Priyanka Khattar |
Independent Director |
0.05 |
0.05 |
0.00 |
|
Mr. Ankush Jindal |
Company Secretary |
5.35 |
4.20* |
27.38 |
|
Mr. Kanwar Pal Pawar |
CFO |
3.28 |
3.09 |
6.15 |
* Remuneration paid for the period 01st June, 2014 to 31st March, 2015.
(c) The median remuneration of the employees has increased by 6.76 % in 2015-16 as compared to 2014-15
(d) Number of permanent employees on the rolls of the Company.
|
Financial Year |
No. of Employees |
|
2014-15 |
192 |
|
2015-16 |
217 |
These numbers are exclusive of Directors and President of the Company.
(e) The Company''s overall turnover has been increased by 10.39% and keeping in mind the performance of company viz a viz Directors and KMPs, the company has incremented their salaries based on the position and responsibilities allocated to them. The Company has paid remuneration in line with the policy adopted for payment of remuneration.
(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:
|
Particulars |
Amount (In Crores) |
|
Aggregate Remuneration of key managerial personnel in FY 2015-16 |
0.80 |
|
Revenue for the year 2015-16 |
141.37 |
|
Remuneration of KMPs (as a % of revenue) |
0.57 |
|
Profit Before Tax (PBT) |
5.21 |
|
Remuneration of KMPs (as a % of PBT) |
15.36 |
(g) Market Capitalization and Price Earnings Ratio
|
Particulars |
As on 31st March, 2016 |
As on 31st March, 2015 |
|
Price Earnings Ratio |
11.92 |
3.56 |
|
Market Capitalization (Rs. In Crores) |
40.10 |
16.19 |
|
Net worth of the |
||
|
Company ( Rs. In Crores) |
35.92 |
32.56 |
(h) There is no variable component availed by the directors during the year.
(i) No employee has received remuneration in excess to the remuneration paid to Mr. Tarun Talwar, Managing Director of the Company during the year.
(j) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Return for the year 2015-16 being attached with the Directors Report as Annexure - C
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
Sd/-
Place: Faridabad Sanjay Sharma
Date : 05 August, 2016 Chairman
Mar 31, 2016
Dear Members,
The Directors are pleased to present the 59th Annual Report of your company along with Audited Accounts and the Auditors'' Report thereon for the Financial Year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
|
Particulars: |
Year Ended March 31, 2016 |
Year Ended March 31, 2015 |
|
Net Revenue from Operations |
31,008.52 |
31,083.89 |
|
Profit before Interest and Depreciation |
3,646.56 |
4,051.65 |
|
Less : Interest |
1,662.48 |
1,753.95 |
|
Depreciation |
814.10 |
803.04 |
|
Profit before Tax before Exceptional Item |
1,169.98 |
1,494.66 |
|
Exceptional Item |
0.00 |
(186.86) |
|
Profit before Tax and after Exceptional Item |
1,169.98 |
1,307.80 |
|
Less: Provision for Taxation |
232.00 |
276.00 |
|
Provision for Deferred Tax |
358.39 |
32.80 |
|
MAT Credit Entitlement |
(232.00) |
- |
|
Less: (Excess)/ Short provision of tax for earlier years written back/provided |
(6.88) |
1.15 |
|
Profit after Tax |
818.48 |
997.85 |
|
Add: Balance Brought forward from last year |
5,751.88 |
5,026.91 |
|
Profit available for appropriations |
6,570.36 |
6,024.76 |
|
Appropriations: |
|
|
|
Proposed Dividend |
185.18 |
185.18 |
|
Tax on Dividend |
37.70 |
37.70 |
|
Transfer to General Reserve |
50.00 |
50.00 |
|
Balance carried forward |
6,297.48 |
5,751.88 |
|
Total |
6,570.36 |
6,024.76 |
FINANCIAL REVIEW
During the financial year 2015-16 there was robust growth in demand for Commercial and Passenger Vehicles. Goods carriers have seen turn around after general election 2014 with the Govt. focusing strongly on infrastructure development. Mining in mineral production industry has also seen turn around and it is estimated that both these industries will take goods carriers segment at above 15% growth rate for the current year. Last two years several macro economic factors such as falling interest rates and decreasing fuel price brought increased end customers attention and in turn demand. The similar trend is expected to continue for next couple of years.
The Utility Vehicles segment maintained its growth rates due to regular new product launches and is expected to do even better in next couple of years with launch of products like Hundai Creta, Maruti Brezza and Mahindra KUV.
The Tractor segment showed a negative growth. This segment is directly dependent on Monsoon due to its major agriculture use. Last two years India witnessed a consecutive Monsoon deficit which lead to drastic drop in Tractors sale.
Tractors segments are expected to grow at a fast pace, compensating for last two years due to good Monsoon projected for next two years.
Two wheelers segment grew at around 12% primarily by strong demand for scooter in Urban Markets.
Comparative production of vehicles in different segments over three years has been as follows.
(Production in Nos.)
|
Segment |
Sub segment |
2013-14 |
2014-15 |
2015- |
16 |
|
|
|
|
(Nos.) |
(Nos.) |
Growth |
(Nos.) |
Growth |
|
Commercial |
LCVs - Goods Carriers |
4,32,102 |
3,83,155 |
-11.33% |
3,90,979 |
2.04% |
|
Vehicles |
LCVs - Passenger Carriers |
45,136 |
46,585 |
3.21% |
50,654 |
8.73% |
|
|
M & HCVs - Goods Carriers |
1,80,451 |
2,19,193 |
21.47% |
2,86,994 |
30.93% |
|
|
M & HCVs - Passenger Carriers |
41,175 |
49,365 |
19.89% |
54,187 |
9.77% |
|
Passenger |
Passenger Cars |
23,11,972 |
24,22,158 |
4.77% |
25,19,444 |
4.02% |
|
Vehicles |
Utility Vehicles |
5,63,986 |
6,26,296 |
11.05% |
7,11,830 |
13.66% |
|
|
Vans |
1,96,693 |
1,72,965 |
-12.06% |
1,82,585 |
5.56% |
|
Three Wheelers |
Goods Carrier |
96,872 |
1,03,647 |
6.99% |
99,816 |
-3.70% |
|
|
Passenger Carrier |
7,33,248 |
8,45,372 |
15.29% |
8,34,134 |
-1.33% |
|
Tractors |
Tractors |
6,96,801 |
6,12,994 |
-12.03% |
5,71,565 |
-6.76% |
|
Two wheelers |
Mopeds |
7,32,210 |
7,55,345 |
3.16% |
7,37,886 |
-2.31% |
|
|
Motor cycles/ Step-Throughs |
1,24,71,488 |
1,30,11,219 |
4.39% |
1,28,16,012 |
-1.50% |
|
|
Scooter/ Scooterettee |
36,76,193 |
47,22,747 |
28.5% |
52,75,888 |
11.71% |
Source: Society of Indian Automobile Manufacturers
NEW INITIATIVES
In Financial year 2015, your company had a healthy mix of 67% from OEM business, 19% from Exports and balance from the aftermarket. Your Company has moved closer to its major technology up-gradation at its Gasket Division. The dedicated line for manufacturing Heat Shields adopting latest technology acquired through Sanwa Packaging Co. Ltd., a well-known Japanese company has been successfully installed. It is a natural extension to the Gaskets; it''s a new product line and a new initiative by Talbros.
Your Company is 100% asbestos free and this initiative that the management took is enabling exports to grow in the coming years. In the gasket business your Company has a vision to take exports up from 13% currently to about 20% over next three years. In addition, the existing capacity for producing Gaskets was improved and increased by internal efficiency building which has resulted in capacity enhancement of about 20%.
Initiation taken during the year 2015-16 on product diversification towards Heat shields and new technology oriented products further enhanced by discussing with customers regarding future product line they will be introducing and the requirements in terms of products as well as specifications which need to be developed were initiated and many of these products will be introduced in the market in financial year 2016-17.
Further, introduction of new technologies in financial year 2015-16 were taken up with the International OEM customers who have accepted TALBROS for their future supplies which will enhance growth in exports significantly in upcoming years. The Company has orders from the markets of US, Turkey, Italy and is working closely with new customers in America, Turkey, Iran and Mexico.
On the other side at Forging Plant, your company is currently looking at restructuring the business through various strategic options to be able to generate newer growth drivers.
The revenue for Forging Division in 2015-16 is Rs.6238 lacs against sales value of Rs.6843 lacs in 2014-15. The reason for lower sales in 2015-16 was largely on account of the slowdown induced across the European markets.
For its Forging Division at Bawal, the Company added a new customer like Ognibene in export and VECV & Amul Industries in domestic. The Company embarked on various initiatives to reduce costs. It expects to optimize the running expenses by TPM initiative.
Going ahead, the Company expects this division to grow at a CAGR of around 20% in the next couple years. It is proposed to optimize product mix to improve export share 65- 70% over next couple of years.
With focus on enhancing yield and optimizing efficiency, we expect a good performance during the current financial year for this division.
FUTURE OUTLOOK
A good monsoon and a pick up in the pace of the economic recovery should augur well for auto volumes.
The improvement in macroeconomic indicators is promising. The drive of the government on development of infrastructure; generation of employment, lower fuel cost, control over inflation, rationalization of tax structure through GST introduction, Automotive Industry to be the engine of "Make in India" which is a welcome step; are all good indicators.
Also there is focus on promoting mobility, promoting India as a preferred destination for every segment of the automotive value chain, defining a road map for implementing policies & regulations and we as part of the industry have great expectations from the same. Overall it is expected that the Auto Sector too would be the beneficiary of such measures. Revival of infrastructure and mining sectors will also give significant boost to Auto Sector growth. In addition to this, revival of monsoon after 2 years is a positive factor especially towards the growth in two wheeler & tractor segment.
It is expected that the overall auto segment would grow by 13 to 14 %, Passenger Vehicles sales to grow by 6% to 7%, Overall CV segment to grow by 13% to 14%, Two Wheelers to grow by 14% to 15% and Scooters segment to grow by 27% to 28%, Tractors to grow by 20% to 21%.
Your management has continued its strong focus on internal process improvements, enhanced productivity and skill-assessment and up gradation of its workforce so as to be a smart, nimble and proactive organization.
DIVIDEND & TRANSFER TO RESERVES
Your Directors are pleased to recommend 15% dividend for the year 2015-16 subject to the approval of members at the ensuing Annual General Meeting. The total outgo on account of dividend (including Dividend Distribution Tax) for the financial year 2015-16 will be Rs.222.88 lacs. Also the Directors have proposed to transfer an amount of Rs.50.00 lacs to General Reserve.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2007-08 amount aggregating to Rs.5,80,793/- had been transferred to the "Investor Education and Protection Fund" established by the Central Government.
The Company shall transfer the unclaimed dividend for the year 2008-09 to Investor Education and Protection Fund on or before 27th October, 2016 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.
The shareholders who have not encashed their dividend warrants for the financial year 2008-09 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for the year 2008-09.
SHARE CAPITAL
The paid up capital of the company as on 31st March, 2016 was Rs.1,234.563 lacs. During the year under review, the company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently no change in the capital structure since previous year.
FIXED DEPOSIT SCHEME
The Fixed Deposit Scheme of the Company continued during the year. Deposits accepted from the public amounted to Rs.668.78 Lacs as on 31st March, 2016.
As on 31st March, 2016, 105 fixed deposits aggregating to Rs.39.47 Lacs matured for payment, but were neither claimed nor renewed by the depositors.
BOARD MEETINGS
During the financial year ended 31st March 2016 six (6) meetings of the Board of Directors were held on the following dates:
- 24th April, 2015
- 22nd May, 2015
- 12th August, 2015
- 13th November, 2015
- 12th December, 2015
- 11th February, 2016
The gap between any two meetings was not more than 120 days as mandated under the provisions of Section 173 of the Companies Act, 2013.
DIRECTORS
Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.
No Director resigned from the Company during the reporting period.
KEY MANAGERIAL PERSONNEL
As on date, company has following key managerial personnel in compliance with the provisions of section 203 of the Companies Act 2013.
1. Mr. Umesh Talwar - Vice Chairman & Managing Director
2. Mr. Naveen Gupta - Chief Financial Officer
3. Mrs. Seema Narang - Company Secretary
During the year, Mr. Rajeev Paal Gupta resigned from the position of Chief Executive Officer w.e.f 01.08.2015 and Mr. Manvinder Singh Ajmani resigned from the position of Chief Financial Officer w.e.f 16th May, 2016.
All directors, key managerial personnel and senior management have confirmed to comply with the company''s Code of conduct.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;
b) That Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for the period ended on March 31, 2016;
c) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That Directors have prepared the annual accounts on a going concern basis;
e) That the directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) That Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)
The independent Directors have confirmed and declared that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act 2013 and are not disqualified to act as an Independent Director. The Board is also of the opinion the Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as independent Directors of the company.
DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of Companies Act 2013 and the Articles of Association of the company Mr. Varun Talwar (DIN 00263984) and Mr. Anuj Talwar (DIN 00628063) retire by rotation and being eligible offer themselves for reappointment.
Details of the proposal for their re- appointment are mentioned in the explanatory statement annexed to the notice of the 59th Annual General Meeting. The board recommends their re-appointment.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
AUDIT COMMITTEE
The Audit Committee held four (4) meetings during the year.
The members of the Audit Committee are:-
|
Name of Director |
|
Category |
|
Mr. V. Mohan |
Chairman |
Independent Director |
|
Mr. Naresh Talwar* |
Member |
Non- Executive Director |
|
Mr. Anil Kumar Mehra |
Member |
Independent Director |
|
Mr. Rajive Sawhney |
Member |
Independent Director |
|
Mr. Amit Burman |
Member |
Independent Director |
|
Mr. Vidur Talwar** |
Member |
Non- Executive Director |
|
Mr. Anuj Talwar** |
Member |
Executive Director |
* Resigned from the Audit Committee w.e.f 12th December, 2015 and
** Appointed as members of the Audit Committee w.ef. 12th December, 2015.
The Chief Financial Officer, Statutory Auditors and the Internal Auditor of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Cost Auditor to attend the meeting as and when required.
Mrs. Seema Narang, Company Secretary, is the Secretary of the Audit Committee.
RELATED PARTY DISCLOSURES
Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.
The contracts or arrangements of the Company with related parties during the period under review referred to in Section 188(1) of the Companies Act, 2013 were in ordinary course of business and on arms'' length basis and in accordance with the shareholders'' approval by way of special resolution. During the year, Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the related party transaction policy of the Company.
The board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 which is available on company''s website at following link: http://www.talbros.com/investors/investor-corporate/ related-party-policy/
The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 is attached as Annexure I.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Company has appointed M/s. Mazars Advisory Private Limited for carrying out the assignment of Internal Control over Financial Reporting.
REMUNERATION POLICY & BOARD EVALUATION
The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.
CORPORATE GOVERNANCE
A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is enclosed as part of Corporate Governance Report.
The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".
MANAGEMENT DISCUSSION AND ANALYSIS
As required under the listing SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, MD&A is enclosed and is part of this Report.
RISK MANAGEMENT POLICY
Risk management forms an integral part of management policy and is an ongoing process integrated with operations.
The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.
Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.
Details of establishment of vigil mechanism/ whistle blower are disclosed in the Corporate Governance Report.
The policy on vigil mechanism is available on the company''s website at www.talbros.com.
During the year under review, no employee was denied access to the Audit Committee.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited.
Pursuant to the notification of the regulations, your Company has entered into new Listing Agreement with the BSE Limited (BSE), Mumbai on 25th February 2016 and with National Stock Exchange on 19th February 2016 as mandated under the said regulations.
CORPORATE SOCIAL RESPONSIBILITY
Talbros Automotive Components Ltd. (TACL) has formulated Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society specially the children and contributed to Savera Association, Talwar Foundation and other NGO committed for attending to education and nutrition needs of the underprivileged children. Your company also contributed to the Prime Minister''s Relief Fund to support their projects for welfare of the society.
As per Section 134(3)(o) of the Companies Act, 2013, and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on the company''s website www.talbros.com) and further details of the CSR activities are contained in the Annexure - II forming part of this Report.
AUDITORS AND AUDITORS REPORT
Statutory Auditors
The Audit Committee has recommended to the Board, the re-appointment of M/s. S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors of the Company and CMRS & Associates, Chartered Accountants, Auditors for the Pune Plant, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of 60th Annual General Meeting to be held in the year 2017 and the necessary resolution for appointment as statutory auditors is being placed before the shareholders at the 59th Annual General Meeting.
All observations made in the Auditors'' Report and notes to the accounts are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013The Auditor''s Report does not contain any qualification or adverse remarks.
Secretarial Auditors
The Board has re-appointed Mrs. Kiran Sharma (membership no. 4942 & certificate of practice no. 3116) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17.
Secretarial audit report for the financial year ended 31st March 2016 as provided by M/s. Kiran Sharma & Associates, Practicing Company Secretary is annexed to this Report as Annexure - III. The report does not contain any qualification or adverse remarks.
Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) as Cost Auditors of the Company, for the Financial Year 2016-17 for conducting the audit of the cost records maintained by the Company subject to the ratification of the remuneration to be paid to the Cost Auditor by the shareholders in ensuing Annual General Meeting.
A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and rules framed there under.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF JOINT VENTURE COMPANIES
Your company has three joint ventures (JVs) with Nippon Leakless Corpn. Japan, Marugo Rubber Industries, Japan and Sistemi Sospensioni S.p.A Italy. These joint venture companies are created with an objective to use advanced technology, know-how and scientific management techniques for production of various auto parts.
The Gasket division of the Company and Nippon Leakless Talbros constitutes almost 73% of revenues of the Company. On the domestic OEM front, fresh orders for all the three new models of Maruti Suzuki launched during the last financial year including the S-Cross, Baleno and Vitara Brezza were received.
Magneti Marelli Talbros Chassis Systems, joint venture signed with Sistemi Sospensioni S.p.A, won orders from large OEMs in the UK for exports and within India. The Company had already started supplying components to Bajaj for its revolutionary Bajaj Qute (RE60 quadricycle) that is being shipped to export markets. At this JV, the Company has a strong order book in the pipeline for the next two years, both on the exports and domestic front.
Talbros Marugo Rubber continues to progress well. The Company had new orders from Maruti Suzuki and Isuzu Motors which provides medium to long-range revenue security. The Company also began exports of anti-vibration products to Japan. In a key development, Company was able to export bushes to Polaris- US, for their all-terrain vehicles, indicating global compliance levels achieved for this product basket within a short period of time.
The details of investment made in JVs and revenue from operation of these JVs are given herein under:
|
|
|||||||||
|
S. No |
JV NAME |
PARTNER |
COMPANY STAKE |
EQUITY INVESTMENT VALUE AS AT 31.03.16 (H in Lacs) |
EQUITY INVESTMENT MADE DURING THE 15-16 (H in Lacs) |
2015-16 (H in Lacs) |
2014-15 (H in Lacs) |
||
|
REVENUE FROM OPERATIONS |
PAT |
REVENUE FROM OPERATIONS |
PAT |
||||||
|
1 |
NIPPON LEAKLESS TALRBOS PRIVATE LIMITED |
NIPPON LEAKLESS CORPORATION JAPAN |
40 000% |
480 00 |
Nil |
10398.92 |
1109.87 |
10269.98 |
1521.20 |
|
2 |
MAGNETI MARELLI TALBROS CHASSIS SYSTEMS PVT LTD |
SISTEMI SOSPENSIONI S PA ITALY |
50 000% |
1178 00 |
475 00 |
6111 00 |
-497 31 |
6425 03 |
-30771 |
|
3 |
TALBROS MARUGO RUBBER PRIVATE LTD |
MARUGO RUBBER INDUSTRIES LTD JAPAN |
49 999% |
850 00 |
NIL |
208148 |
-85 44 |
1275 28 |
-80 58 |
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on 31st March, 2016 in Form AOC-1 is annexed to this Report as Annexure IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the requirements of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - V and form part of this report.
PARTICULARS OF EMPLOYEES AND RATIO OF DIRECTOR REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION
As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-VI to this Report and forms part of this report. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure -VII.
The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure VIII.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.
For and on behalf of the Board
Sd/- Sd/-
Place: New Delhi Umesh Talwar Varun Talwar
Date: May 21, 2016 Vice Chairman & Managing Director Joint Managing Director
Mar 31, 2015
To The Members,
The Directors have pleasure in presenting 29th Annual Report on the
business and operations of the Company alongwith the audited Balance
Sheet and Statement of Profit & Loss for the year ended on 31st March,
2015.
FINANCIAL RESULTS: (Rs.in Lacs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Gross Sales 13,829.10 12,945.12
Less: Excise Duty 1,209.16 1,212.36
Net Sales 12,619.94 11,732.76
Other Income 260.38 296.65
Total Income 12,880.32 12,029.41
Profit before Interest, 1,264.18 1,236.11
Depreciation & Tax
Less: Interest 245.33 360.71
Depreciation 358.90 286.50
Profit Before Tax 659.95 588.90
Less: Previous Year adjustments 2.86 1.43
Provision for Wealth Tax 0.47 0.36
Provision for current 244.60 192.00
year income-tax
Provision for Deferred Tax (42.86) 5.82
Net Profit after tax 454.88 389.29
Add : Balance carried from 1,808.49 1,547.29
Profit & Loss A/c
Net profit after tax and 2,263.37 1,936.58
adjustments
Dividends
Less: Interim Dividend NIL NIL
Final Dividend (Proposed) 152.30 76.15
Dividend Distribution Tax on 31.87 12.94
Proposed Dividend
Transferred to General Reserve 45.00 39.00
Balance carried to Balance Sheet 2,034.20 1,808.49
EPS (Basic) 17.92 18.03
EPS (Diluted) 17.92 18.03
REVIEW OF OPERATIONS:
Your company has shown sales turnover of Rs. 12,619.94 Lacs in this
financial year ended on 31st March, 2015, a growth of around 7.56 % as
against Rs. 11,732.76 Lacs for the previous financial year. The net
profit after tax for this year is Rs. 454.88 Lacs, a growth of around
16.85% as compared to Rs. 389.29 Lacs for the previous financial year.
Reserves & Surplus as on 31st March, 2015 will stand at Rs. 3,001.81 Lacs
as against the paid-up capital of Rs. 253.83 Lacs.
DIVIDEND:
Your Directors recommend a final dividend of Rs. 6 per share (60%).The
dividend payout, if approved in the forthcoming Annual General Meeting,
will result in outflow ofRs. 184.16 Lacs inclusive of Rs. 31.87 Lacs on
Dividend Tax.
Dividend including dividend tax as a percentage of profit after tax
before exceptional items is 40.49% as compared to 22.89 % in the
previous year.
TRANSFER TO GENERAL RESERVE:
Your directors recommended a transfer of Rs. 45,00,000/- (Rupees Forty
Five Lakhs) to the general reserves of the Company.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Section 125 of the Companies Act, 2013, no unclaimed
dividend in relation to any financial year is due for remittance to the
Investor Education and Protection Fund established by the Central
Government.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control System commensurate with the
size, scale and complexity of its operations. To maintain the
objectivity and independence, the Internal Audit team reports to the
Chairman of the Audit Committee of the Board and to the Managing
Director.
The Internal Audit team monitors and evaluates the efficacy and
adequacy of internal control system in the company, accounting
procedures and policies. Based on the internal audit report, the
Company undertake corrective action in their respective areas and
thereby strengthen the control.
MARKETING AND EXPORT:
A modest pick in the Global economy boosted the export of the company
from 1,813.97 Lacs to 2,870.32 Lacs in the year 2014-15. Aggressive
marketing efforts and relentless focus on quality have been impressive
and export performance enablers with nonetheless adding more customers
in the clientele list of the Company.
JOINT VENTURE:
In order to expand the business activities, your Company has joined
hands with Sypris (a USA based Company) for
Cold Extrusion forging capability. The Joint Venture agreement will be
finalized in the current fiscal.
RATING:
Your Company has been assigned a rating of BBB Stable for Fund based
bank limits of Rs. 15 Crores and rating of A2 for Non Fund based bank
limits availed from Indusind Bank Limited. The rating is assigned by
ICRA Limited.
SUBSIDIARIES:
The Company is not having any subsidiary company. DIRECTORS:
The Board of Directors consists of executive and non- executive
directors including independent directors who have wide and varied
experience in different disciplines of Corporate functioning.
Mr. KartikTalwar, Non Executive Non Independent Director is liable to
retire by rotation and being eligible offers himself for
re-appointment. Your Directors recommend for his re- appointment.
Further, the Nomination & Remuneration Committee of the Board of
Directors has considered and recommended for the re-appointment and
remuneration payable to Mr.Tarun Talwar, Managing Director, Mr. Sanjay
Sharma, Executive Director and Mr. Vijay Kumar Sharma, Executive
Director of the Company. Your Directors recommend to pass necessary
resolution as set out in the item no. 5-7 of the notice of the annual
general meeting.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of the
Companies Act, 2013 as well as clause 49 of the Listing Agreement.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (six) times during the financial year under review, the
details of which are given in the Corporate Governance Report that
forms part of this Annual Report. The intervening gap between any two
meetings was within the period prescribed under the Companies Act,
2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and clause 49 of
Listing Agreement, Independent Directors at their meeting without the
participation of the Non- Independent Directors and Management,
considered / evaluated the Boards' performance including the
chairman.
The Board subsequently evaluated its own performance, the working of
its committees (Audit, Nomination and
Remuneration and Stakeholders Relationship Committee) and Independent
Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report attached to this report.
AUDIT COMMITTEE:
The Company has constituted an Audit Committee w.e.f. 07th August,
2014 with 3 (Three) Directors and Independent Director as chairman of
the Committee. During the year two meetings were held. The
responsibility and duties of Audit Committee have been detailed in the
Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration has been constituted w.e.f. 07th
August, 2014 with 3 (three) Non Executive Directors. During the year 1
(One) meeting has been held. The key areas of Committee has been
detailed in Corporate Governance Report. '
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan or guarantees covered under the
provisions of section 186 of Companies Act, 2013. The details of
investments made by the Company is given in the notes to the financial
statements.
RELATED PARTY TRANSACTIONS:
The Company has entered into transactions with a related party for
availing job work services. The said party is covered under the
definition of related party as per Listing Agreement. The transactions
entered into with the related party during the financial year were on
arm's length basis and were in the ordinary course of business. There
are no materially significant related party transactions made by the
company with promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company at large.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to section 177(9) of the Companies Act, 2013, read with rule 7
of the Companies (Meeting of Board and its powers) Rules, 2014 and
clause 49 of the Listing Agreement, the Board of Directors have
approved the policy on Vigil Mechanism/Whistle Blower and the same was
hosted on the website of the Company.
The policy inter alia provided direct access to the Vice Chairman and
CFO of the Company. The Vice Chairman and CFO can approach and discuss
the matter with Chairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have been received during the
year under review.
STATUTORY AUDITORS:
Comments of the Auditors in their report and the notes forming part of
the Accounts, are self explanatory and need no comments. The Auditors
can be appointed for two more years in term of section 139(2) of the
Companies Act, 2013.
Your directors request that the appointment of M/s Rakesh Raj &
Associates, the Company's Auditors are required to be re-appointed
for two more years and being eligible offers themselves for
re-appointment. The Company has received a certificate from the
auditors to the effect that their re- appointment if made, would be in
accordance with the provisions of section 141 of the Companies Act,
2013
You are requested to appoint them as Statutory Auditors form the
conclusion of this Annual General Meeting upto the conclusion of 31st
Annual General Meeting.
SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL
AUDITOR:
The Company has appointed M/s Sonal Agarwal & Associates, Company
Secretaries to hold the office of Secretarial Auditors and to conduct
the Secretarial Audit and the Secretarial Audit Report for the
financial year ended on 31st March, 2015 is being attached with the
Director's Report as Annexure - B which is self explanatory and needs
no comments.
COST AUDITOR'S AND THEIR REPORT:
Comments of the Cost Auditors in their report are self explanatory and
the Company has filed the Cost Audit Report for the financial year
2013-14 to the Central Government on dated 13th January, 2015.
M/s Jai Prakash & Co., the Company's Cost Auditors was appointed for
the financial year 2014-15 and the Company has already obtained
approval of Central Government. The Company has received a certificate
from the cost auditors to the effect that thdir re-appointment is in
accordance with the provisions of section 141 of the Companies Act,
2013.
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured against the loss of
fire, burglary and other risks which are considered necessary by the
management.
DEPOSITS:
During the year under review, the Company has repaid all deposits
accepted and further has not accepted any deposit from the members of
the general public as on 31 st March, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134(5), the Board confirm
and submit the Directors, Responsibility Statement:-
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures;
(ii) 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 and of the profit of
the company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records for safeguarding the assets
of the company and for preventing and detecting fraud and other
irregularities;
(iv) the Directors had prepared the annual accounts on a going concern
basis;
(v) the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and .
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE:
Your Company is committed to good Corporate Governance Practices and
following to the guidelines prescribed by the SEBI and Stock Exchanges
from time to time. The Company has implemented all of its major
stipulations as applicable to the Company. The Statutory Auditor's
Certificate date 27th June, 2015 in accordance with clause 49 of the
Listing Agreement and report on Corporate Governance is annexed to and
forming part of the Director's Report.
Mr. Tarun Talwar, Managing Director and Mr. Kanwar Pal Pawar, Chief
Financial Officer, have given a certificate to the Board as
contemplated in sub-clause V of clause 49 of the listing agreement.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its social responsibility as a
good corporate citizen. As part of its social responsibility, the
Company has contributed to various NGOs for promoting good education,
building schools for under privileged childrens, contribution for
softwares and hardwares required for providing good knowledge and
education to the childrens.
Further, the Company has also contributed to a NGO namely HMP
foundation for promoting health in rural areas where people lack the
right guidance for regular health check-ups and proper treatment. HMP
foundation has conducted various community health centres and organized
various Eye and General Check-up camps in interior rular areas of
Bharuch and Narmada district villages. The NGO has also conducted
various counseling projects to identify the aptitudes in childrens.
The Company has also contributed to Parashar Foundation, a NGO which is
engaged in organ donation activities and laid emphasis on creating
organ receiving and giving awareness network in Delhi and nearby areas.
Also, the Company has taken an initiative to maintain the flora around
its Registered Office.
The Board provide a brief outline of the Company's CSR Policy
including the statement of intent reflecting the ethos of the Company,
broad areas of CSR interest and an overview of activities proposed to
be undertaken.The CSR policy has been hosted on the website of the
Company.
The Composition of the CSR committee is:
1. Mr. Tarun Talwar, Managing Director
2. Mr. Sanjay Sharma, Executive Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3) financial
years is Rs. 6.68 Crores (approx.). The threshold limit (2%) isRs. 13.37
Lacs.
The total amount spent by the Company in year 2014-15 is Rs. 12 Lakhs.
However, the Company is planning to promote flora around the registered
office area and will utilize the unspent amount ofRs. 1.37 Lakhs in next
financial year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under the Clause 49 of
the Listing Agreement is annexed and forming part of the Directors'
Report.
CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of Companies Act,
2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed
as Annexure - A to the Board's Report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
none of the employee of the company has received the remuneration in
excess to the limits set out in the rules.
Further, pursuant to the provisions of Section 197(12) of Companies
Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the disclosures and details as
required to be annexed to the Board's Report are provided in annexure
forming part of the Annual Report.
Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished without any fee.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement has been annexed to this report.
RISK MANAGEMENT POLICY:
Pursuant to the provisions of section 134(3)(n) of the Companies Act,
2013 and clause 49 of the Listing Agreement, the Company has
constituted a business risk management committee. The details of the
committee and its terms of reference are set out in the Corporate
Governance report.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Return for the year 2014-15 being attached
with the Directors Report as Annexure - C
ACKNOWLEDGEMENT:
Your Company outperformed the industry in a challenging year and
continue to maintain its leadership position. It' has also been
surpassing all international quality and cost benchmarks and continues
to build shareholders value. Your Directors look to the future with
confidence.
Your Directors wish to place on record their appreciation for the
overwhelming co-operating and assistance received from the investors,
customers, business associates, bankers, vendors, as well as regulatory
and governmental authorities. Your Directors also thank the employees
at all levels, who, through their dedication, co-operation, support and
smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
Sd/-
Place: Faridabad Kartik Talwar
Date : 27.06.2015 Chairman
Mar 31, 2014
Dear Members,
We have the pleasure of presenting you the 57th Annual Report of your
company alongwith audited accounts for the Financial Year ended 31st
March, 2014.
You all are aware that during this year we had been in the midst of a
very challenging economic environment. All sectors of the manufacturing
economy faced a slow down during this year. The automotive industry in
particular is going through one of the most challenging phases ever.
Your management tried its best to buck the trend but the slow down
effect being wide spread across almost all sub-segments of automobile
industry; we could not remain totally unaffected.
During the year high interest rates coupled with consistent
inflationary pressure adversely impacted growth. Weakening of Indian
rupee significantly against all major currencies pushed up costs of
imported inputs. Though, we convinced some of our overseas suppliers
for price reduction support but we also had to shell out price
reductions to our major overseas customers. High volatility in exchange
rates and prices of crude oil, uncertainty in fuel policy and shaky
customer confidence further dented company''s business and operational
profitability. We would like to inform you that despite the adverse
circumstances outlined above, your company has been able to clock a net
turnover of Rs. 29,438.74 lacs being almost at par with the previous
year turnover of Rs. 29,524.43 lacs. You are aware that rubber
component manufacturing activity of the company was transferred just
before the beginning of Financial Year 2013-14 to a separate joint
venture company. Keeping the turnover from the hived off rubber
components business aside, your company could achieve a turnover
marginally higher than that of the previous year.
The management initiated various cost savings and cost optimization
measures wherever possible. In order to improve liquidity and unlock
non-productive assets, your company disposed off one of its non core
real estate which was not being utilized and was not required for
future use. All these activities resulted into a Net Profit before Tax
of Rs. 1,743.57 lacs including an extra ordinary profit of Rs. 880.68
lacs through sale of fixed assets. The Net Profit before Tax during the
previous year amounted to Rs. 1,002.17 lacs.
Financial Highlights:
(Rs. in lacs)
Particulars: Year Ended Year Ended
March 31, 2014 March 31, 2013
Revenue from Operations (Gross) 29,438.74 29,524.43
Profit before Interest and
Depreciation 4,458.28 3,993.55
Less: Interest 1,829.87 2,047.94
Depreciation 884.84 943.44
Profit before Tax 1,743.57 1,002.17
Less: Provision for Taxation 300.00 202.00
Provision for Deferred Tax (49.73) (97.18)
MAT Credit Entitlement (165.00) (152.00)
Add: (Excess)/Short provision of
tax for earlier years (written
back) provided 81.45 5.55
Profit after Tax 1,576.84 1,043.80
Add: Balance Brought forward
from last year 3,673.40 2,851.78
Profit available for appropriations 5,250.24 3,895.58
Appropriations:
Proposed Dividend 148.15 148.15
Tax on Dividend 25.18 24.03
Transfer to General Reserve 50.00 50.00
Balance carried forward 5,026.91 3,673.40
Total 5,250.24 3,895.58
FINANCIAL REVIEW
At the beginning of the Financial year 2013-14, Industry experts were
hoping that the general economic scenario and thereby auto industry
will start improving during the year. Contrary to such expectations,
there has been further reduction in production volumes of Auto
Companies. This year was stated to be the worst year in a decade for
auto industry. The production of passenger vehicles and commercial
vehicles witnessed decline over the previous year. Heavy commercial
vehicles being the top losers witnessed a drop of 21% in production
over last year. Light commercial vehicles reported 17.6% negative
growth over last year. Apart from the economic slow down, commercial
vehicle demand has been negatively affected by slow down in industry
output, the gradual rise in diesel prices, slow down in new
infrastructural projects and a ban on mining in certain states.
Comparative production of vehicles in different segments over last
three years has been as follows.
(Production in Nos.)
VEHICLE TYPE 2011-12 2012-13 2013-14
(Nos.) Growth (Nos.) Growth
H.C.V.''s 3,84,801 2,80,677 -27% 2,21,626 -21%
L.C.V.''s 5,44,335 5,51,972 1% 4,77,238 -14%
Commercial 9,29,136 8,32,649 -10% 6,98,864 -16%
Vehicle
Cars 25,37,170 24,23,086 -4% 23,11,972 -5%
Utility 3,70,945 5,68,538 53% 5,63,986 -1%
Vehicles
Multi Purpose 2,37,954 2,39,434 1% 1,96,693 -18%
Vehicles
(Van Type)
Passenger 31,46,069 32,31,058 3% 30,72,651 -5%
Cars
Two 1,54,27,532 1,57,44,156 2% 1,68,79,891 7%
Wheelers
Tractors 6,41,845 5,78,690 -10% 6,96,801 20%
Source: Society of Indian Automobile Manufacturers.
From the above you will observe that except the Two wheeler industry
and Tractor Industry reported production growth of 7% and 20%
respectively all other segments reported negative growth. Two wheeler
growth was led by Honda Motor & Scooter India Pvt. Ltd., which is
catered to by our JV Company. Bajaj Auto Ltd., the major two wheeler
customer at your company reported a negative growth of 14.8%.
The volumes for Auto Component Industry being directly linked to
production volume of vehicles, Auto Components Industry reported year
on year decline in Net Sales and EBIDTA margins for the first time in
last five years. Profits declined by a greater magnitude than declined
in Net Sales.
Tractor Industry witnessed a growth in production volume of 20% over
the previous year. Accordingly, your company''s gasket division was also
benefited by this growth but the Tractor Business being only about 9%
of total revenue, the overall benefit was not very significant.
Forging Division sales in the domestic market dipped because of drop in
production volumes of vehicles. To salvage the position, Forging
Division diverted its efforts and energy towards export business and
were able to grow its exports by 34.8 % from Rs. 3,173.30 lacs in last
year to Rs. 4,279.85 lacs during 2013-14. During the year, high fuel
price in the International Market coupled with weakening of rupee
against US Dollars had severe adverse effect on the energy cost at our
Forging Division.
NEW INITIATIVES
Your Company took steps towards two major technology initiatives at
Gasket Division. First being setting up of a dedicated line for
manufacturing Heat Shields adopting latest technology acquired through
Sanwa Packaging Co. Ltd. Japan, a leading worldwide manufacturer of
Heat Shields.
Heat Shield Cover is a futuristic product with multiple functional
advantages and its demand is expected to increase with new generation
compact engines.
Second initiative involves setting up of Post-Coating facilities based
on latest global technology acquired through Sanwa Packaging Co. Ltd.,
Japan. This facility will enhance company''s cost competiti- veness and
pave way for entry into new products/segments.
At the Forging Division, your company expanded and upgraded its
precision machining capabilities and ventured into new product range of
its overseas customers in Europe. Increased volume of machining will
push up value addition and resultant profit margins on related
products.
Activities relating to these initiatives are at different stages and
their benefits will start to accrue from later part of current
financial year 2014-15.
FUTURE OUTLOOK
Currently, the biggest concern for the industry is the challenging
macro economic environment in the country. The recently elected new
central government has indicated that development of infrastructure;
generation of employment, control over inflation and industrial growth
would be the thrust areas. Such policies are expected to boost general
sentiments and result in higher disposable incomes. This may, in turn,
boost demand for new vehicles which was deferred by different sections
of the society due to political and economic uncertainty may get
restored. Thus after two years of tepid sales, Auto Industry is
looking forward to a revival during 2014-15 with a moderate growth.
However, medium and heavy commercial vehicle segment may take a bit
longer to acquire a full revival as the key drivers, such as mining
activity and infrastructure development are yet to pick up.
The growth pick-up expected in the current year may be gradual and its
impact across various segments is expected to be visible only in the
third quarter of current fiscal.
Your management has continued its strong focus on internal efficiencies
towards improvement and investing in manpower through skill
up-gradation so as to be nimble enough to fight the down turn and be
prepared to take the benefit of upswing.
DIVIDEND
Your Directors are pleased to recommend 12% dividend for the year
2013-14 at par with the dividend declared last year subject to the
approval of members at the ensuing Annual General Meeting. The total
outgo on account of dividend (including Dividend Distribution Tax) for
the financial year 2013- 14 will be 172.18 lacs.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
The Company shall transfer the unclaimed dividends for the year 2006-07
to Investor Education and Protection Fund on or before October 24, 2014
as being unpaid for a period of seven years in compliance with the
provisions of Section 205C of the Companies Act, 1956.
The shareholders who have not encashed their dividend warrants for the
financial year 2006-07 or any subsequent year are requested to lodge
their claims for revalidation of dividend warrants. The Company is
specifically intimating those members who have so far not claimed the
unpaid dividend for these years.
FIXED DEPOSIT
The Fixed Deposit Scheme of the Company continued during the year.
Deposits accepted from the public amounted to Rs. 1192.05lacs on March
31, 2014. Your Company has duly complied with the "Residuary
Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the
Reserve Bank of India. As on March 31, 2014, 52 fixed deposits
aggregating to Rs. 16.34 lacs matured for payment, but were neither
claimed nor renewed by the depositors.
However with the commencement of Companies Act, 2013 (''the 2013 Act),
deposits are now governed by the new law and approval of the
shareholders is required by way of a Special Resolution for
inviting/accepting/renewing deposits. Accordingly company is taking the
consent of shareholders in the ensuing Annual General Meeting.
BOARD OF DIRECTORS
In accordance with the provisions of the Section 152 of the Companies
Act, 2013 and the Articles of Association of the Company, Mr. Anuj
Talwar, Executive Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
reappointment.
The Companies Act, 2013 provides for appointment of independent
directors. Sub-section(10) of Section 149 of the Companies Act, 2013
(effective April 1, 2014 )provides that independent directors shall
hold office for a term of up to five consecutive years on the Board of
a company; and shall be eligible for re-appointment on passing a
special resolution by the shareholders of the Company.
Mr. V.Mohan, Mr. Rajive Sawhney, Mr. A.K.Mehra, Mr. Amit Burman and Mr.
R.R. Vederah in terms of Section 149 and other applicable provisions of
the Companies Act, 2013, being eligible are proposed to be appointed as
Independent Directors for five consecutive years. Separate notices
have been received proposing them as candidates for the office of
Director of the Company. The details of Directors being appointed /
reappointed are given elsewhere in the Annual Report.
The Board recommends their appointment
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub Section (2AA) of Section 217 of the Companies Act,
1956, your Directorsstate and confirm;
a. that in the preparation of annual accounts, all the applicable
accounting standards have been followed and there has not been any
material departure from them.
b. that such accounting policies were selected and applied consistently
and such judgments and estimates were made 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 and of the profit of the
Company for the year under review;
c. that proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 (to the extent applicable) and the Companies Act,
2013 (to the extent notified) for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities;
d. that the annual accounts for the financial year under reference have
been prepared on a ''going concern'' basis.
CORPORATE GOVERNANCE
The Corporate Governance structure in the Company assigns
responsibilities and entrusts authority among different participants in
the organization i.e. Board of Directors, Senior Management team and
middle management employees.
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled "Corporate Governance" has been included in
this Annual Report. Certificate from the Statutory Auditors of the
Company, M/s. S.N. Dhawan & Co., Chartered Accountants, confirming
compliances with the provisions of Corporate Governance as stipulated
in clause 49, is annexed to the said Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed chapter on "Management Discussion and Analysis" (MDA)
pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
Report and forms integral part of this Report. CORPORATE SOCIAL
RESPONSIBILITY As per Companies Act, 2013 all companies having net
worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more
or a net profit of Rs. 5 Crore or more during any financial year are
required to constitute a Corporate Social Responsibility (CSR)
Committee of the Board of Directors comprising three or more directors,
atleast one of whom will be an independent director. Aligning with
guidelines, a Committee comprising of Mr. Umesh Talwar, Mr. Amit Burman
and Mr. Navin Juneja, has been constituted and is responsible for
formulating and monitoring the CSR Policy of the Company.
AUDITORS AND THEIR REPORT
M/s. S.N. Dhawan& Co., Chartered Accountants, Statutory Auditors of the
Company, M/s. R. Sundraraman& Co. Chartered Accountants, Auditors for
the Chennai Plant and CMRS & Associates, Chartered Accountants,
Auditors for the Pune Plant, retire at the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
office, if re-appointed.
The Auditor''s observations and the relevant notes on the accounts are
self-explanatory and therefore, do not call for further comments.
COST AUDITORS
In accordance with the procedure laid down by Ministry of Corporate
Affairs vide its General Circular No. 15/2011 dated April 11, 2011, the
Company has appointed M/s. Vijender Sharma & Co, Cost Accountants as
the cost auditors under section 148 of the Companies Act, 2013 for the
audit of cost accounts of the Company for the year ending March 31,
2015.
JOINT VENTURE COMPANIES
In terms of Accounting Standard (AS-27), "Financial Reporting of
Interest in Joint Ventures" the consolidated financial statements
comprise of the operating results of your Company and proportionate
results of three Joint Venture Companies namely Nippon Leakless Talbros
Pvt. Ltd., Magnetti Marelli Talbros Chassis Systems Pvt. Ltd., and
TalbrosMarugo Rubber Pvt. Ltd., in the proportion of 40%, 50% and
50%-1share respectively.
Consolidated revenue from operations (Gross Sales) during the year has
been Rs. 39,658.30 lacs as against Rs. 37,503.87 lacs in the previous
year thereby showing 5.7% increase.
The consolidated net profit after provision of tax has been Rs.
1,931.28 lacs as against Rs. 1,387.82 lacs in the previous year showing
an increase of 39.15%.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to sub-section 1(e) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is given in
Annexure-I to this Report.
PERSONNEL & PARTICULARS OF EMPLOYEES
The Board of Directors wishes to expresses their appreciation to all
the employees for their contribution to the operations of the Company
during the year. It is the collective spirit of partnership across all
sections of employees and their sense of ownership and commitment that
has helped the Company to grow.
A statement u/s 217(2A) containing list of employees drawing
remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per
month is attached with this report as Annexure II.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the support given by our
customers, shareholders, employees, financial institutions and banks
and all other stakeholders, and we look forward to their continued
support.
For and on behalf of the Board
VARUN TALWAR UMESH TALWAR
Joint Managing Vice Chairman &
Director Managing Director
Place : New Delhi
Date : 26th May, 2014
Mar 31, 2013
Dear Members,
The Board of Directors have pleasure in presenting the 56th Annual
Report alongwith the audited accounts of the Company for the year ended
March 31, 2013.
Your Company''s gross revenue from operations during the year has been
13.8% lower at Rs. 32,056.29 lacs as against Rs. 37,204.56 lacs in the
previous year partially due to slowdown of economy and partially due to
sale of Stamping & Rubber businesses to two separate Joint Venture
Companies. Operations of the Company resulted into a net profit of Rs.
1,043.80 lacs as againstRs. 1,062.57 lacs in the previous year after
provision of corporate tax.
Financial Highlights:
(Rs.in lacs)
Particulars: Year Ended Year Ended
March 31, 2013 March 31, 2012
Revenue from Operations (Gross) 32,056.29 37,204.56
Profit before Interest
and Depreciation 3,993.55 4,152.25
Less : Interest 2,047.94 1,990.98
Depreciation 943.44 1,079.42
Profit before Tax 1,002.17 1,081.85
Less: Provision for Taxation 202.00 167.50
Provision for Deferred Tax (97.98) 23.14
MAT Credit Entitlement (152.00) (167.50)
Add: (Excess)/Short provision of
tax for earlier 5.55 (3.86)
years (written back)/provided
Profit after Tax 1,043.80 1,062.57
Add: Balance Brought forward
from last year 2,851.78 2,011.39
Profit available for appropriations 3,895.58 3,073.96
Appropriations:
Proposed Dividend 148.15 148.15
Tax on Dividend 24.03 24.03
Transfer to General Reserve 50.00 50.00
Balance carried forward 3,673.34 2,851.78
Total 3,895.58 3,073.96
FINANCIAL REVIEW
Indian economy is estimated to have grown at 5% in 2012-13 which is
slowest pace in a decade. The economic slow down took its toll on the
Indian Auto Industry, once seen as the world''s most promising by global
auto makers and almost all auto companies in India ended the Financial
Year on a bleak note. Slowing growth has dampened sentiments of buyers
who were reluctant to engage in a new purchases at a time when interest
rates and fuel prices remained high. Hefty discounts and freebies on
new vehicles in the fourth quarter of 2012-13 failed to attract buyers.
All segments barring multi utility vehicles and scooters registered
negative growth and the worst hit sector was heavy and medium
commercial vehicles where production dropped by 27.6% as compared to
the previous year. This has been the steepest drop since global
economic melt down in 2008-09. Your Company was also affected by this
as a significant portion of your Company''s business comes from Gaskets
for commercial vehicles.
Another major segment catered to by the Gasket Divn. of your Company is
two-wheeler segment, particularly motorcycles. Two wheelers segment
grew only at negligible 1.9%, that even due to growth in scooters
production only. Whereas, motorcycles which hold larger portion
experienced marginal dip as compared to the previous year. In the past,
two wheeler segment had been recording highest growth in auto industry
year on year.
DIVIDEND
Your Directors are pleased to recommend 12% dividend for the year
2012-13 at par with the dividend declared last year subject to the
approval of members at the ensuing Annual General Meeting. The total
outgo on account of dividend (including Dividend Distribution Tax) for
the financial year 2012-13 will be Rs. 172.18 lacs.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
The Company shall transfer the unclaimed dividends for the year 2005-06
to Investor Education and Protection Fund on or before August 02, 2013
as being unpaid for a period of seven years in compliance with the
provisions of Section 205C of the Companies Act, 1956.
The shareholders who have not encashed their dividend warrants for the
financial year 2005-06 or any subsequent year are requested to lodge
their claims for revalidation of dividend warrants. The Company is
specifically intimating those members who have so far not claimed the
unpaid dividend for these years.
FIXED DEPOSIT
The Fixed Deposit Scheme of the Company continued during the year.
Deposits accepted from the public amounted to Rs. 1,588.85 lacs on March
31, 2013. Your Company has duly complied with the "Residuary
Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the
Reserve Bank of India.
As on March 31, 2013, 48 fixed deposits aggregating to Rs. 19.84 lacs
matured for payment, but were neither claimed nor renewed by the
depositors.
NEW INITIATIVES
Your Company at its Forging Plant started using gas based power supply
during the year in order to economize on energy cost. Gearing up for
the recovery of economy, your Company expanded its factory building at
Pune Plant and introduced multilevel manufacturing concept to get
optimum utilization of space.
In order to strengthen its leadership position in gasket business, the
Company continued its efforts to adopt new technologies/ processes and
introduced new products in the market.
NEW BUSINESS:
During the Financial Year 2011-12, your Company formed a Joint Venture
with Fiat Group and as per the terms of the Joint Venture Agreement,
the business of manufacturing Sheet Arms alongwith related production
equipments and tools was transferred to the Joint Venture Company,
Magneti Marelli Talbros Chassis Systems Pvt. Ltd. where your Company
holds 50% equity with effect from April 01, 2012. The other Joint
Venture partner being Sistemi Sospensioni S.p.A of Italy, a Fiat Group
Company holds balance 50% equity.
During 2012-13, your Company started one more Joint Venture with Marugo
Rubber Industries Ltd., Japan in order to acquire technical know how
and move up the supply chain system. As per the Joint Venture Agreement
the existing rubber components manufacturing business alongwith its
existing production equipments was transferred under slump sale to the
Joint Venture Company during Jan. 2013.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. V. Mohan and Mr. Navin
Juneja, Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment. The Board recommends their reappointment.
During the year under review Mr. Brian Williams resigned from the
Directorship of the Company w.e.f. February 02, 2013. The Board places
on record its heart felt appreciation for the contribution made by Mr.
Brian Williams during his tenure on the Board of the Company.
Mr. R.R. Vederah was appointed as an Additional Director w.e.f February
13, 2013. He holds office upto the date of the ensuing Annual General
Meeting of the Company. The Company has received a notice in writing
from a member u/s 257 proposing his candidature for the office of
Director, liable to retire by rotation.
Details of Mr. V. Mohan, Mr. Navin Juneja and Mr. R.R. Vederah are
given elsewhere in the report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub Section (2AA) of Section 217 of the Companies Act,
1956, your Directors state and confirm;
a. that in the preparation of annual accounts, all the applicable
accounting standards have been followed and there has not been any
material departure from them.
b. that such accounting policies were selected and applied
consistently and such judgments and estimates were made 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 and of the
profit of the Company for the year under review;
c. that proper and sufficient care was taken 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;
d. that the annual accounts for the financial year under reference
have been prepared on a ''going concern'' basis.
CORPORATE GOVERNANCE
The Corporate Governance structure in the Company assigns
responsibilities and entrusts authority among different participants in
the organization i.e. Board of Directors, Senior Management team and
middle management employees.
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled "Corporate Governance" has been included in
this Annual Report. Certificate from the Statutory Auditors of the
Company, M/s. S.N. Dhawan & Co., Chartered Accountants, confirming
compliances with the provisions of Corporate Governance as stipulated
in clause 49, is annexed to the said Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed chapter on "Management Discussion and Analysis" (MDA)
pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
Report and forms integral part of this Report.
AUDITORS AND THEIR REPORT
M/s. S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors of
the Company, M/s. R. Sundraraman & Co. Chartered Accountants, Auditors
for the Chennai Plant and CMRS & Associates, Chartered Accountants,
Auditors for the Pune Plant hold office till the conclusion of the
forthcoming Annual General Meeting and being eligible for
reappointment, have confirmed that their reappointment if made, shall
be within the limits of Section 224(1B) of the Companies Act, 1956. The
Board recommends the reappointment of M/s. S.N. Dhawan & Co. as
Statutory Auditors of the Company and M/s. R. Sundraraman & Co. as
Auditors for the Chennai Plant and CMRS & Associates, as Auditors for
the Pune Plant of the Company.
The Auditor''s observations and the relevant notes on the accounts are
self-explanatory and therefore, do not call for further comments.
COST AUDITORS
In accordance with the procedure laid down by Ministry of Corporate
Affairs vide its General Circular No. 15/2011 dated April 11, 2011 the
Company has appointed M/s. Vijender Sharma & Co, Cost Accountants as
the cost auditors under section 233B of the Companies Act, 1956 for the
audit of cost accounts of the Company for the year ending March 31,
2014. The extended due date of filing the Compliance Report was
February 28, 2013. The Company had filed the report with the Ministry
of Corporate Affairs on January 31, 2013.
JOINT VENTURE COMPANIES
In terms of Accounting Standard (AS-27), "Financial Reporting of
Interest in Joint Ventures" the consolidated financial statements
comprise of the operating results of your Company and proportionate
results of three Joint Venture Companies namely Nippon Leakless Talbros
Pvt. Ltd., Magnetti Marelli Talbros Chassis Systems Pvt. Ltd., and
Talbros Marugo Rubber Pvt. Ltd., in the proportion of 40%, 50% and
50%-1share respectively.
Consolidated revenue from operations (Gross Sales) during the year has
been Rs. 37,503.87 lacs as against Rs. 40,659.42 lacs in the previous year
showing 7.8% decline.
The consolidated net profit after provision of tax has been Rs. 1,387.82
lacs as against Rs. 1,437.89 lacs in the previous year showing a drop of
3.5%.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to sub-section 1(e) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is given in
Annexure-I to this Report.
PERSONNEL & PARTICULARS OF EMPLOYEES
The Board of Directors wishes to expresss their appreciation to all the
employees for their outstanding contribution to the operations of the
Company during the year. It is the collective spirit of partnership
across all sections of employees and their sense of ownership and
commitment that has helped the Company to grow.
A statement u/s 217(2A) containing list of employees drawing
remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month
is attached with this report as Annexure II.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the support given by our
customers, shareholders, employees, financial institutions and banks
and all other stakeholders, and we look forward to their continued
support.
For and on behalf of the Board
VARUN TALWAR UMESH TALWAR
Joint Managing Vice Chairman &
Director Managing Director
Place: New Delhi
Date : May 28, 2013
Mar 31, 2012
The Board of Directors have pleasure in presenting the 55th Annual
Report alongwith the audited accounts of the Company for the year ended
March 31, 2012.
Your company achieved impressive top line growth during the Financial
Year 2011-12 with a total revenue of Rs. 37,204.56 lacs being 15% higher
than the previous year. The operating profits before interest and
depreciation amounted to Rs. 4,152.25 lacs showing a growth of 12.9% over
the previous year.
Profits after providing for taxation amounted to Rs. 1,062.57 lacs in
comparison to Rs. 951.11 lacs in the previous year. The Financial Results
are summarized below:-
Financial Highlights: (Rs. in lacs)
Year Ended Year Ended
Particulars March 31,
2012 March 31,
2011
Revenue from Operations (Gross) 37,204.56 32,341.20
Profit before Interest and Depreciation 4,152.25 3,679.05
Less : Interest 1,990.98 1,663.16
Depreciation 1,079.42 1,038.86
Profit before Tax 1,081.85 977.03
Less: Provision for Taxation 167.50 141.50
Provision for Deferred Tax 23.14 25.91
MAT Credit Entitlement (167.50) (141.50)
(Excess) / Short provision for
tax for earlier years written back / provided (3.86) 0.01
Profit after Tax 1,062.57 951.11
Add: Balance Brought forward from last year 2,011.39 1,282.46
Profit available for appropriations 3,073.96 2,233.57
Appropriations:
Proposed Dividend 148.15 148.15
Tax on Dividend 24.03 24.03
Transfer to General Reserve 50.00 50.00
Balance carried forward 2,851.78 2,011.39
Total 3,073.96 2,223.57
FINANCIAL REVIEW
During the year 2011-12 high rate of inflation, consistently moving up
interest rates as well as fuel prices reflected adversely on the
automobile demand. A slowing economy took some sheen off car sales
which registered a growth of only 2% over the previous year. At the
same time, the Sports Utility Vehicle (SUV) segment attracted most
automobile makers and is expected to cash in on growing consumer
demand.
Commercial vehicle sale which grew at 8% during 2011-12 to 8,09,000
units is expected to touch 16,00,000 units by 2016-17 at a compounded
annual growth rate of 15%. This would be largely driven by rapid pace
of urbanization. Small and light commercial vehicles will hold major
chunk of this growth.
Two wheelers historically being the fastest growing segment witnessed
only a moderate growth of 7% during 2011-12 over the previous year.
Tractor Sales after expanding at a compounded annual growth rate of 25%
for 3 years, are losing steam. Research reports indicate that tractor
industry may see decline in sales during 2012-13.
The Indian Engineering Industry appears poised for better access to
Japanese and European markets. Your company also achieved significant
growth in export particularly of forged parts. Export sales (FOB Value)
during the year amounted to Rs. 6,092.26 lacs showing a growth of 52.7%
over the previous year mark of Rs. 3,989.96 lacs. Export incentives were
significantly reduced due to change in government policy effective from
Oct. 2011 resulting in lower profit margins on exports.
With the influx of Multi National companies in India, the competition
is increasing and so is the requirement for technological up gradation.
Your company is keeping pace with latest technologies and continuing to
maintain its leadership position in domestic market.
DIVIDEND
Your Directors are pleased to recommend 12% dividend for the year
2011-12 at par with the dividend declared last year. This would amount
to Rs. 1.20 per share, aggregating to Rs. 172.18 lacs (including tax on
dividend) on the paid up share capital of the company.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
The Company shall transfer the unclaimed dividends for the year 2004-05
to Investor Education and Protection Fund on or before September 03,
2012 as being unpaid for a period of seven years in compliance with the
provisions of Section 205C of the Companies Act, 1956.
The shareholders who have not encashed dividend warrant for the
financial year 2004-05 or any subsequent year are requested to lodge
their claims for revalidation of dividend warrants. The Company is
specifically intimating those members who have so far not claimed the
unpaid dividend for these years.
FIXED DEPOSIT
The Fixed Deposit Scheme of the Company continued during the year.
Deposits accepted from the public amounted to Rs. 1,652.17 lacs on March
31, 2012. Your Company has duly complied with the "Residuary
Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the
Reserve Bank of India.
Out of these Deposits 38 fixed deposits aggregating to Rs. 14.57 lacs
matured for payment, but were neither claimed nor renewed by the
depositors.
NEW INITIATIVES
Your company strives to be the forefront player and maintain its
leadership position in the Indian Gasket Industry aimed at developing
new products to meet the emerging needs of its customers. It continued
to build on its in-house capabilities and work with business partners
to ensure cost competitiveness and adoption of new techniques. During
the year Non-asbestos materials for gaskets were successfully developed
at the Sohna Plant replacing old Asbestos material.
At the Forging Division, your company contributed equity capital in the
Caparo Power Pvt. Ltd., so as to be able to obtain gas based power
supply at comparatively economical cost per unit. This will add to
forging business's profitability.
NEW BUSINESS
Your company signed a Joint Venture Agreement during the year with
Sistemi Sospensioni S.p.A Italy, a Fiat Group Company and contributed
equity on 50:50 basis for setting up a new venture under the name
Magneti Marelli Talbros Chassis Systems Pvt. Ltd., to manufacture
Control Arms, Knuckles, Cross Members, Hubs, Spindles etc. for supply
as Tier I supplier to OEMs. Existing production equipments being used
for manufacturing of Sheet Arms at the Company's Sheet Metal Division
have been transferred to the Joint Venture Company.
The Joint Venture Company started its operations from April 01, 2012 at
Faridabad.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. A.K. Mehra and Mr. Rajive
Sawhney, directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. The details of Mr. A.K. Mehra and Mr. Rajive Sawhney
are given elsewhere in the Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section (2AA) of Section 217 of the Companies Act,
1956, your Directors state and confirm
a. that in the preparation of annual accounts, all the applicable
accounting standards have been followed and there has not been any
material departure from them.
b. that such accounting policies were selected and applied
consistently and such judgments and estimates were made 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 and of the
profit of the company for the year under review;
c. that proper and sufficient care was taken 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;
d. that the annual accounts for the financial year under reference
have been prepared on a 'going concern' basis.
CORPORATE GOVERNANCE
Your company is committed to benchmarking itself with other corporates
providing good Corporate Governance and disclosure practices.
The essence of Corporate Governance lies in adoption of good management
practices, compliance with different statutes and adherence to ethical
standards so as to take the business forward and maximize stake
holders' values. The Corporate Governance structure in the Company
assigns responsibilities and entrusts authority among different
participants in the organization i.e. Board of Directors, Senior
Management team and middle management employees.
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled "Corporate Governance" has been included in
this Annual Report alongwith a Certificate from the Auditors of the
Company and a Certificate from the Vice Chairman & Managing Director
and Chief Finance Officer.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed chapter on "Management Discussion and Analysis" (MDA)
pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
Report and forms integral part of this Report.
AUDITORS
M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of
the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors
for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered
Accountants & Auditors for the Pune Plant hold office till the
conclusion of the forthcoming Annual General Meeting and being eligible
for re-appointment, have confirmed that their re-appointment if made,
shall be within the limits of Section 224(1B) of the Companies Act,
1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co.
as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as
auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as
auditors for the Pune Plant of the Company.
The Auditor's observations and the relevant notes on the accounts are
self-explanatory and therefore, do not call for further comments.
JOINT VENTURE COMPANY
As per the Accounting Standard (AS 27), "Financial Reporting of
interests in Joint Ventures" the Consolidated Financial Statements
comprise of the operating results of your company and 40% share in the
operating results of the Joint Venture company, Nippon Leakless Talbros
Pvt. Ltd. Consolidated Revenue from Operations (Gross sales) grew at
16.08% to Rs. 40,659.42 lacs as compared to Rs. 35,027.02 lacs in the
previous year.
The consolidated net profit after tax for the year has been Rs. 1,437.89
lacs being 14.04% higher than the previous year figure of Rs. 1,260.87
lacs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to sub-section 1(e) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is given in
Annexure-I to this Report.
PERSONNEL & PARTICULARS OF EMPLOYEES
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the
Company during the year. It is the collective spirit of partnership
across all sections of employees and their sense of ownership and
commitment that has helped the Company to grow.
A statement u/s 217(2A) containing list of employees drawing
remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month
is attached with this report as Annexure II.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Contribution
of all the employees at different levels has been commendable in the
operations of the company. The Board of Directors wishes to express
their appreciation to the collective spirit of partnership across all
sections of employees who helped the company to grow.
Your directors acknowledge with sincere gratitude co-operations and
assistance extended by the shareholders, Central and State Government
Agencies, Financial Institutions, Banks, Customers, Dealers, Vendors
and all other business associates.
For and on behalf of the Board
VARUN TALWAR UMESH TALWAR
Joint Managing Vice Chairman &
Director Managing Director
Place : Gurgaon
Date : May 29, 2012
Mar 31, 2011
Dear Members,
The Board of Directors are pleased to present the 54th Annual Report
together with the audited accounts of the Company for the year ended
31st March 2011.
Financial Highlights: (Rs. in lacs)
Year Ended Year Ended
Particulars 31st March, 2011 31st March, 2010
Revenue from Operations (Gross) 32,447.01 24,701.69
Profit before Interest and
Depreciation 3,681.05 2,915.49
Less: Interest 1,663.16 1,455.44
Depreciation 1,038.86 918.19
Profit before Tax 979.03 541.86
Less: Provision for Taxation 143.50 65.00
Provision for Deferred Tax 25.91 21.79
MAT Credit Entitlement (141.50) (65.00)
Short provision of tax for
earlier years provided 0.01 86.36
Profit after Tax 951.11 606.42
Add:Balance Brought forward
from last year 1,282.46 870.00
Profit available for appropriations 2,233.57 1,476.42
Appropriations:
Proposed Dividend 148.15 123.46
Tax on Dividend 24.03 20.50
Transfer to General Reserve 50.00 50.00
Balance carried forward 2011.39 1282.46
Total 2223.57 1476.42
FINANCIAL REVIEW
Indian economy maintained its buoyancy achieved after 2008 global
turmoil in almost all sectors. The fundamentals of Indian economy
continued to be strong. In the year 2010-11 GDP grew at 8.6% as against
7.4% in 2009-10.
The automotive industry in India is one of the fastest growing largest
in the world. A significant portion of vehicles manufactured in India
is exported to other countries every year. It is worldÃs second largest
manufacturer of two wheelers. The adoption of new technology supported
with well developed supply chain, consistently increasing local demand
and availability of skilled manpower are some of the major elements
contributing to its growth.
The commercial vehicle makers have had a dream run with year on year
volumes growing by 41% and 30% in the year 2009-10 and 2010-11
respectively as per the data published by SIAM. A pick up in demand for
cargo movement following the industrial recovery, easy availability of
finance and the increasing penetration of the upcountry markets have
chiefly contributed to this resurgence. After the two successive years
of lackluster growth, it is anticipated that the overall industry
volume (inclusive of cars, two wheelers and commercial vehicles) to
settle down at 12-15% in the year 2011-12.
The rising farm economy is driving Tractor sales to new heights going
by a conservative estimate. It is set to cross half million unit sales
this financial year. The Tractor industry foresees a 10% to 15%
increase in growth over the last fiscal.
After witnessing the boom in 2010-11, the passenger vehicle segment is
expected to touch the three million unit sales milestone in the current
fiscal. This is one year ahead of the industryÃs original target of
2012-13. If the three million target is achieved this fiscal, the
passenger vehicle market would have doubled in just three years from
2008-09 when the sales stood at 1.51 million units.
Your company kept pace with the changing market conditions and the
growing expectations of vehicles manufacturers and was able to clock a
gross turnover of Rs. 324.47 Crores being 31.4% higher than the
previous year turnover of Rs. 247.02 crores. Accordingly, the net
profits before tax of the company went up by 81% from Rs. 5.41 crores
in the previous year to Rs. 9.79 crores.
Inspite of these encouraging statistics, there is a gloomy side because
of recent earthquake in Japan. Domestic auto companies are bracing for
the impact of the crisis in Japan on their production because supply of
certain critical components from Japan may be adversely affected and it
may take some time to come back to normalcy. Still the overall outlook
for the current year is quite positive and encouraging.
DIVIDEND
Your Directors are pleased to recommend 12% dividend for the year
2010-11 as against 10% declared last year. This would amount to Rs.
1.20 per share, aggregating to Rs. 172.18 lacs (including tax on
dividend) on the paid up share capital of the company.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
The Company, in compliance with the provisions of Section 205C of the
Companies Act, 1956, shall transfer the unclaimed dividends for the
year 2003-04 and 2004-05 (Interim) to Investor Education and Protection
Fund on or before October 23, 2011 and December 8, 2011 respectively,
as these would be unpaid for a period of seven years.
The shareholders who have not encashed the dividend warrant(s) for the
financial year 2003-04, 2004-05 (Interim) or any subsequent year are
requested to lodge their claims to the Company. The Company is
specifically intimating those members who have so far not claimed the
unpaid dividend for the year 2003-04 and 2004- 05 (Interim).
FIXED DEPOSIT
The Fixed Deposits accepted from the public amounted to Rs. 1813.11
lacs on March 31, 2011. Your Company is complying with the ÃResiduary
Non-Banking Companies (Reserve Bank) Directions, 1987Ã issued by the
Reserve Bank of India.
Out of the total Fixed Deposits 50 fixed deposits aggregating to Rs.
16.22 lacs matured for payment, which were neither claimed nor renewed
by the depositors.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to Management Discussion and Analysis covered under Report
on Corporate Governance which forms part of this Report.
NEW INITIATIVES
MANUFACTURING:
Your company in quest of increasing productivity thereby becoming more
cost competitive in the market place participated in the Advance
Cluster Program of ACT (ACMA Center for Technology), which focuses on
adopting latest techniques in manufacturing. Your company also
associated with other consultants including Eicher Technologies for
re-lay outing of its Faridabad Gasket Plant for reducing (1) throughput
time (2) work in progress and (3) material movement.
The Gasket Division at Faridabad is already certified for TS16949 for
Quality Systems; ISO 14001 for Environment matters; OHSAS for Health &
Safety. In addition to this, your company also acquired TS 16949 system
certification for the Stamping & Rubber Division at Faridabad.
In the Stamping & Rubber Division Robotic Welding Machines were
commissioned to improve the quality of production and productivity.
NEW BUSIENSS:
Your company has successfully added new customers of repute in the
Gasket Division during the last Financial Year, like Daimler Chrysler,
Kirloskar Oil Engines, Mahle and Volvo Eicher (new truck platform).
In the Stamping & Rubber Division, new OEM customers added were Denso
India, John Deere, Endurance Tecnologies & Rane TRW.
BOARD OF DIRECTORS
During the financial year 2010-11, in the 53rd Annual General Meeting
of the Company held on July 21, 2010, Mr. Nikhil Talwar retired by
rotation and was not reappointed.
Mr. Navin Juneja was co-opted as an Additional Director with effect
from November 12, 2010 on the Board of Directors of your Company, to
hold office upto the date of the ensuing Annual General Meeting. The
Company has received a notice in writing from a member proposing his
candidature for the office of Director, liable to retire by rotation.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Brian Williams and Mr. Amit
Burman, directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. The details of Mr. Brian Williams and Mr. Amit Burman
are given else where in the Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the company hereby state and confirm
that:
a. All the applicable accounting standards have been followed in the
preparation of the annual accounts and there has been no material
departure from them.
b. The Directors 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 and of the profit of the
company for the year under review;
c. Proper and sufficient care was taken 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;
d. The annual accounts for the financial year ended 31st March 2011
have been prepared on a Ãgoing concernà basis.
CORPORATE GOVERNANCE
Adoption of good Corporate Governance and disclosure practices has been
an earnest endeavor on the part of the Company.
Corporate Governance is the application of best management practices,
compliance of law and adherence to ethical standards to achieve the
CompanyÃs objectives of enhancing shareholder value and discharge of
social responsibility. The Corporate Governance structure in the
Company assigns responsibilities and entrusts authority among different
participants in the organization i.e. Board of Directors, Senior
Management team and middle management employees.
The Company's essential character revolves around values based on
transparency, integrity, professionalism and accountability. The
Company continuously strives to improve upon these aspects on an
ongoing basis and adopts innovative approaches for leveraging
resources, converting opportunities into achievements and developing
human resources to take the Company forward.
A report on Corporate Governance along with a Certificate from Auditors
of the Company and a Certificate from Vice Chairman and Managing
Director and CFO, have been included in the annual report, detailing
the compliances of Corporate Governance norms as enumerated in clause
49 of the Listing Agreement.
LITIGATION
Some minority shareholders have initiated a company petition before the
Hon'ble Company Law Board, New Delhi under Sections 397 & 398 of the
Companies Act, 1956 against the Company and the same is pending
adjudication. In the opinion of the Board, this litigation will not
have any adverse financial impact on the operations or performance of
the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed chapter on "Management Discussion and Analysis" (MDA)
pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
Report and forms integral part of this Report.
AUDITORS
M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of
the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors
for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered
Accountants & Auditors for the Pune Plant hold office till the
conclusion of the forthcoming Annual General Meeting and being eligible
for re-appointment, have confirmed that their re-appointment if made,
shall be within the limits of Section 224(1B) of the Companies Act,
1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co.
as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as
auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as
auditors for the Pune Plant of the Company.
The AuditorÃs observations and the relevant notes on the accounts are
self-explanatory and therefore, do not call for further comments.
JOINT VENTURE COMPANY (JV Co)
In line with the Accounting Standard 27 (AS 27), ÃFinancial Reporting
of interests in Joint Venturesà the Consolidated Financial Statements
comprise of the operating results of your company and 40% share in the
operating results of the Joint Venture company. Consolidated Revenue
from Operations (Gross sales) grew by 30.6% to Rs. 351.33 Crores as
compared to Rs. 269.04 Crores in the previous year. The consolidated
net profit after tax for the year has been Rs. 12.59 crores as compared
to Rs. 8.76 Crores in the previous year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to sub-section 1(e) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is given in
Annexure-I to this Report.
PERSONNEL & PARTICULARS OF EMPLOYEES
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the
Company during the year. It is the collective spirit of partnership
across all sections of employees and their sense of ownership and
commitment that has helped the Company to grow.
A statement u/s 217(2A) containing list of employees drawing
remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per
month is attached with this report as Annexure II.
ACKNOWLEDGEMENT
The Directors would like to express gratitude towards shareholders,
customers, suppliers, collaborators, bankers, financial institutions
and all other business associates and various departments of Central
Government and State Government for the incessant support provided by
them to the company and their confidence in its management.
For and on behalf of the Board
NARESH TALWAR
Chairman
Place : New Delhi
Date : May 26, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 53rd Annual Report on
the business and operations of the Company and the Financial Statements
for the year ended 31st March 2010.
(Rs. in lakh)
Financial Results: Year Ended Year Ended
31st March, 2010 31st March, 2009
Revenue from Operations (Gross) 24701.69 21449.11
Profit before Interest and Depreciation 2915.49 2107.55
Less : Interest 1455.44 1116.89
Depreciation 918.19 881.79
Profit before Tax 541.86 108.87
Less : Provision for Taxation 65.00 2.15
Provision for Deferred Tax 21.79 196.28
Provision for Fringe Benefit Tax - 58.00
MAT Credit Entitlement (65.00) (2.15)
Add Excess provision of tax for earlier years (86.36) 17.10
written back Profit after Tax 606.42 (162.51)
Add : Balance Brought forward from last year 870.00 1104.73
Profit available for appropriations 1476.42 942.22
Appropriations:
Proposed Dividend 123.46 61.73
Tax on Dividend 20.50 10.49
Transfer to General Reserve 50.00 -
Balance carried forward 1282.46 870.00
Total 1476.42 942.22
FINANCIAL REVIEW
You would recall that during 2008-09 the global economy experienced
worlds worst economic downturn since the Great Depression and India
was not immune to these tumultuous times. The suddenness and severity
of the turmoil caught everybody by surprise and almost every sector was
effected from the adverse impact of this crisis.
The Indian economy based on its inherent resilience coupled with
significant domestic demand comprising of about 70% of our GDP, bounced
back in the beginning of 2009-10. Stimulus packages announced by the
Government and softening of interest rates rekindled demand for
automobile companies.
In the face of such challenges, your company with the advantage of
holding the highest share in the Indian Gasket Industry, resorted to
various austerity and innovative measures so as to insulate its
profitability and achieve steady growth. Expenses were pruned, wherever
possible, and capital investments were deferred, baring strategic
investments.
You would notice that as a result of the concerted efforts put in by
the management, there has been a growth of over 15% in the gross
turnover of the company to reach at Rs. 247.02 crores as against Rs.
214.49 crores in the previous year.
It may be pertinent to note that the core business of your company,
i.e., manufacturing and supply of gaskets registered a handsome
turnover growth of about 30% over the previous year.
We are committed to continuously upgrade our technology and add new
parts to our product range. During the year under review, your company
introduced new domestic customers at its Forging plant and successfully
developed new components at its Sheet metal Division for Maruti-
Suzukis new models and achieved a single source status.
The dedicated efforts put in by your team have not only combated the
effects of the downturn but also boosted the profitability of your
company. The net profit before tax jumped from Rs. 108.87 lacs in the
previous year to Rs. 541.86 lacs in the year under review registering a
growth of about 400%.
The future is more challenging but exciting and full of promises.
Export markets particularly in Europe and US which continued to be
depressed during the first three quarters up to December 2009 are also
expected to pick-up momentum. With all these changes we are confident
that your companys management is poised to deliver excellent results.
DIVIDEND
Keeping in view the increase in profitability, your Directors are
pleased to recommend a 10% dividend for the year 2009- 10 as against 5%
declared last year. This would amount to Rs. 1.00 per share,
aggregating to Rs. 143.96 lacs (including tax on dividend) on the paid
up share capital of the company.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
The Company shall, in accordance with Section 205C of the Companies
Act, 1956, transfer the unclaimed dividend for the year 2002-03
standing unpaid for a period of seven years to Investor Education and
Protection Fund on or 24th October 2010.
The shareholders who have not encashed the dividend warrant(s) so far
the financial year 2002-03 or any subsequent dividend payments are
requested to lodge their claims to the Company. Members who have so far
not claimed the unpaid dividend for the year 2002 -03 are being
intimated.
FIXED DEPOSIT
The Fixed Deposit received by the Company from the public amounted to
Rs. 1286.87 lacs on March 31, 2010. Your Company is complying with the
"Residuary Non-Banking Companies (Reserve Bank) Directions, 1987"
issued by the Reserve Bank of India.
Out of the total Fixed Deposits 13 fixed deposits aggregating to Rs
3.85 lacs matured for payment, which were neither claimed nor renewed
by the depositors.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to Management Discussion and Analysis covered under Report
on Corporate Governance which forms part of this Report.
NEW INITIATIVES
NEW GASKET MANUFACTURING PLANT:
Your company went ahead with the strategic investment in Uttrakhand
state and set up its 4th gasket manufacturing plant in ELDECO-SIDCUL
Industrial Park, Sitargunj, Uttrakhand. This being a notified
Industrial zone, the Uttrakhand Plant will enjoy exemption from the
excise duty, income-tax etc. and will further add to the operating
margins.
NEW BUSINESS:
Your company also forged a new Technical Assistance Agreement with
Sanwa Packaging Co. Ltd., Japan for manufacturing Heat Shields a
product with considerable
potential in the future . This could be a natural diversification of
the gasket business.
DEVELOPMENT OF NEW MATERIALS:
Your Company has successfully developed Non-Asbestos Beater Addition
Jointings, one of the raw materials required for manufacturer of
gaskets, with the technical support from Ahlstrom Altenkirchen Gmbh,
Germany. In house manufacturing of this environment friendly material
conforming to international standards will not only enhance the
competitiveness in the market but may also pave way for a new line of
business subject to commercial considerations. It also holds potential
for export of raw material.
BOARD OF DIRECTORS
In accordance with the provisions of Sections 255 and 256 of the
Companies Act, 1956 and the Articles of Association of the company, Mr.
Nikhil Talwar and Mr. V. Mohan, directors of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re- appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the company hereby state and confirm
that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure from them.
b. The Directors have selected such accounting policies and applied
them consistently and 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 at the end of the financial year and of the profit of
the company for the year under review;
c. The Directors have 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 fraud and other
irregularities;
d. The Directors have prepared the annual accounts for the financial
year ended 31 March 2010 on a going concern basis.
CORPORATE GOVERNANCE
The company has always been committed to benchmark itself with the
prevailing Indian Standard in all areas for good Corporate Governance.
Your company views corporate governance in its widest sense almost like
a trusteeship, a philosophy to be progressed, a value to be imbibed and
an ideology to be ingrained into the corporate culture. It involves
aligning its activities to shareholders benefit, employees growth and
customer satisfaction, thereby delighting all its stakeholders. The
primary objective is to create and adhere
to a corporate culture of consciousness, transparency, fairness,
accountability, sustainable value creation and ethical practices,
thereby creating an outperforming organization.
A report on Corporate Governance, along with a Certificate from
Auditors of the Company and a Certificate from Vice Chairman and
Managing Director and CFO, have been included in the annual report,
detailing the compliances of Corporate Governance norms as enumerated
in clause 49 of the Listing Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed chapter on "Management Discussion and Analysis" (MDA)
pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
Report and forms integral part of this Report.
AUDITORS
M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of
the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors
for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered
Accountants & Auditors for the Pune Plant hold office till the
conclusion of the forthcoming Annual General Meeting and are eligible
for re-appointment, have confirmed that their re- appointment if made,
shall be within the limits of Section 224(1 B) of the Companies Act,
1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co.
as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as
auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as
auditors for the Pune Plant of the Company.
The Auditors observations and the relevant notes on the accounts are
self-explanatory and therefore, do not call for further comments.
JOINT VENTURE COMPANY (JV Co)
In line with the Accounting Standard 27 (AS 27) relating to Financial
Reporting of interests in Joint Ventures, the Consolidated Financial
Statements comprise of the operating results of your company and 40%
share in the operating results of the Joint Venture company.
Consolidated Revenue from Operations (Net sales) grew by 20.6 % to Rs.
246.52 crores as compared to Rs. 204.31 crores in the previous year.
The consolidated net profit after tax for the year has been Rs. 876.42
lakh as compared to Rs. 64.37 lacs in the previous year.
The JV Company during the year has set up a new facility at Begampur,
near Haridwar, primarily to cater to the demands of Hero Honda in the
State of Uttrakhand. The commercial production from the said plant
started only in the month of March, 2010. This being a notified
industrial zone with considerable tax benefits, the operations from
Uttrakhand will further add to the profitability of the JV company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to sub-section 1(e) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is given in
Annexure-I to this Report.
PERSONNEL & PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff members of the
company remained cordial throughout the year. There was unity of
objective among all levels of employees- continuously striving for
improvement in work practices and productivity. Training and
development of employees continue to be an area of prime importance.
A statement u/s 217(2A) containing list of employees drawing
remuneration exceeding Rs.24.00 lacs per annum or Rs.2.00 lacs per
month is attached with this report as Annexure II.
ACKNOWLEDGEMENT
The Directors would like to express gratitude towards shareholders,
customers, suppliers, collaborators, bankers, financial institutions
and all other business associates and various departments of Central
Government and State Government for the incessant support provided by
them to the company and their confidence in its management. Your
Directors also wish to place on record their sincere appreciation for
the devotion and dedicated efforts put in by the employees at all
levels.
For and on behalf of the Board
Place : New Delhi NARESH TALWAR
Date : 31.05.2010 Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Talbros Automotive Components Ltd.
-
Talbros Automotive Components Ltd. Tools
- Bulk Deals
-
Talbros Automotive Components Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- Rights
- BSE Price History
- NSE Price History
-
Talbros Automotive Components Ltd. Key Financial Ratios
- Ratios
-
Talbros Automotive Components Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Talbros Automotive Components Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Talbros Automotive Components Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Talbros Automotive Components Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
