Directors Report of Texmaco Infrastructure & Holdings Ltd.
Mar 31, 2023
Your Directors have pleasure in presenting the 83rd Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31st March 2023.
|
Financial Highlights |
(Rs. in Lakhs) |
|
|
Particulars |
2022-23 |
2021-22 |
|
Operating Profit (PBIDT) |
202.25 |
(135.00) |
|
Add: Interest (Net) |
388.58 |
569.04 |
|
Gross Profit (PBDT) |
590.83 |
434.04 |
|
Less: Depreciation |
258.75 |
293.51 |
|
Profit before Taxation |
332.08 |
140.53 |
|
Less: Tax Expenses - Current Tax including tax related to earlier years |
88.00 |
106.00 |
|
- Deferred Tax |
(115.32) |
(124.80) |
|
Profit after Taxation |
359.40 |
159.33 |
Note: The above figures are extract of the audited financial statements prepared for the financial year ended 3f March 2022 & 31st March 2023.
The Directors have pleasure in recommending payment of a dividend of 15% i.e. ''0.15 per Equity Share of face value of ''1 each for the financial year ended 31st March 2023. Further, no amount was transferred to Reserves during the FY''23.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company continues to derive its major income from leased properties, income from investment and operations of a Mini Hydro Power Unit in Kalimpong District, West Bengal.
REAL ESTATEDevelopment of Birla Mills Land
Your Company has received the final layout approval for the development of Group Housing Project at the Birla Mill Complex from the Municipal Corporation of Delhi (MCD), granting it the Floor Area Ratio of400.
Your Company is in negotiations with prospective Joint Development Partners and expects to finalize & execute the Joint Development Agreement (JDA) within the next few months.
Your Company''s 3 MW Mini Hydel Power Project located on the river Neora, District: Kalimpong, West Bengal could evacuate 83.08 lakhs unit of power against 96.62 lakhs unit of power, of the previous year. The plant was under shut down condition from 19th April 2022 to 30th April 2022 and from 4th March 2023 to 9th May 2023 due to maintenance.
The Company''s property at Gurugram has yielded satisfactory returns during the year as it was fully leased out.
The Company''s dividend income was lower during the year as there were higher interim dividend in previous year.
Your Company continues to maintain its excellent record of human relations over the decades creating remarkable benchmarks. The Human Resources function also emphasizes on employee retention and recognition. Human relation is practiced as an art of using systematic knowledge about human behavior to improve effectiveness of Human Resources functioning. Your Company continues to build employee capability, upgrading leadership and retain talent with employees performance across all levels of the workforce.
As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the significant financial ratios are given below:
|
Particulars |
2022-23 |
2021-22 |
|
|
Net Profit Margin* |
% |
18.26 |
5.95 |
|
Operating Profit Margin* |
% |
16.87 |
5.25 |
|
Debtors turnover* |
Times |
29.69 |
11.33 |
|
Stock Turnover |
Times |
159.41 |
199.98 |
|
Debt Equity Ratio |
Times |
0.03 |
0.04 |
|
Current Ratio* |
Times |
19.54 |
13.88 |
|
Interest Coverage Ratio* |
Times |
2.41 |
1.57 |
|
Return on Net Worth* |
% |
0.56 |
0.24 |
" Lower net profit margin in FY 2021-22 was due to write-off of a non-recoverable loan.
'' Significant reduction in trade receivable & trade payable.
As on 31st March 2023, your Company has following 6 (Six) subsidiaries:
1. Macfarlane & Co. Limited
2. High Quality Steels Limited
3. Valley View Landholdings Private Limited
4. Topflow Buildcon Private Limited
5. Snowblue Conclave Private Limited
6. Startree Enclave Private Limited
Further, your Company has an Associate namely Lionel India Limited.
A Report on the performance and financial position of each of the subsidiaries and associate included in the Consolidated Financial Statement and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms a part of this Annual Report. The Consolidated Financial Statements of the Company, its subsidiaries and associate prepared in accordance with the Companies Act, 2013 (''Act'') and applicable Indian Accounting Standards and the Auditors Report thereon form a part of this Annual Report.
The performance of the subsidiaries and associate remained satisfactory.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company is having a Corporate Social Responsibility (''CSR'') Committee duly constituted by the Board of Directors of the Company. The composition of the CSR Committee is provided in the Report on Corporate Governance which forms a part of this Report.
Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.
The Company has identified the area of education as its primary CSR activity and has spent in excess of the prescribed threshold under the Act.
The Company has in place a policy on Corporate Social Responsibility. During the year, there has been no change in the policy. The weblink for accessing such policy is http://www.texinfra.in/pdf/TexInfra CSR POLICY.pdf.
As required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.
Your Company continues to embrace a sustainability initiative with the aim of going green and minimising the repercussion on the environment. Your Company had already adopted the green initiative by sending Annual Report, Notices, other communication, etc. through e-mail to the Shareholders, whose e-mail address are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communication, etc. through e-mail. The Ministry of Corporate Affairs (''MCA'') and the Securities and Exchange Board of India (''SEBI'') had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (''AGM''), etc. to the Shareholders for the AGM to be held in the year 2023.
In continuation with the Green Initiative and in view of the above-mentioned relaxations, your Company is sending the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail to their registered e-mail
address. Such documents are also available on the website of the Companywww.texinfra.in
Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Notes and other documents relating thereto to the Notice calling AGM to receive the Annual Report & the Notice of the AGM through electronic mode and to enable their participation in the AGM.
The Number of Employees as at 31st March 2023 was 33. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the above mentioned Rules are enclosed as Annexure C.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosures relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as Annexure D.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELMeetings of the Board
During the year, 5 (five) Board Meetings were held on the following dates:
|
20th May 2022 |
12th August 2022 |
|
7th November 2022 |
11th February 2023 |
|
28th March 2023 |
|
Change in Directors and Key Managerial Personnel Re-appointment:
During the FY''23, the re-appointment of Ms. Jyotsna Poddar, as Non - executive Director was approved at the AGM held on 30th September 2022.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved the appointments of Mr. Kishor Shah, Ms. Ranjana Tibrawalla as Independent Directors and Mr. Prakash Chandra Kejriwal as Non-Executive & Non-Independent Director w.e.f. 12th May 2023. The Board also recommended the appointment of Mr. Arvind Kumar Chaubey as the Manager w.e.f. 28th March 2023 in place of Mr. Sirajuddin Khan, who has since been relieved.
The aforesaid appointments were approved by the shareholders by way of Postal Ballot.
Further, Mr. Ganesh Gupta was appointed as the Chief Financial Officer w.e.f. 21st January 2023 and Ms. Neha Singh was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 12th May 2023.
Mr. Saroj Kumar Poddar, Non-Executive Director & Chairman of the Company, who is liable to retire by rotation at the forthcoming Annual General Meeting (''AGM''), has expressed his unwillingness to seek re-appointment and correspondingly he will cease to be a Director w.e.f. the conclusion of the forthcoming AGM.
On overwhelming request of the Board of Directors, Mr. Poddar accepted to be Chairman Emeritus post his ceasing to be Chairman of the Board.
Mr. Akshay Poddar, Non-Executive & Non-Independent Director, has been re-designated as the Non-Executive Director & Chairman of the Company post conclusion of the forthcoming AGM.
During the year, Mr. Utsav Parekh and Ms. Ramya Hariharan ceased to be Independent Directors of the Company w.e.f. 2nd November 2022 and 2nd March 2023 respectively in view of their resignations from the Board of the Company.
Further, Mr. Kishor Kumar Rajgaria, Chief Financial Officer and Mr. Rahul Harsh, Company Secretary & Compliance Officer had resigned from the Company w.e.f. close of business on 25th July 2022 and 25th April 2023 respectively.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr. A. K. Vijay as the Non-Executive & NonIndependent Director for a period of 3 (three) years w.e.f. the conclusion of the forthcoming AGM, subject to the approval of the shareholders.
The above recommendation of the Board is being placed for approval of the Shareholders at the ensuing AGM.
Your Company has an existing Policy for the performance evaluation of Independent Directors, Board, Committees and other Directors fixing certain criteria, which was approved by the Nomination and Remuneration Committee and thereafter was adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors.
A structured questionnaire, formulated through discussions within the Board, has been used for this purpose. Further, on the basis of recommendations of the Nomination and Remuneration Committee and the performance review by Independent Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and the individual Directors. Furthermore, the evaluation of the Independent Directors was performed by the entire Board of Directors. The evaluation criteria comprised of assessing the various parameters including performance of the Directors, their expertise, contribution to the strategic planning, etc.
The Board of Directors ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.
Criteria for Appointment of Directors and Remuneration Policy
The Nomination and Remuneration Committee has approved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent Qualified Professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and public service. The criteria include the matrix of skills / expertise / competencies as specified by the Board for identifying individuals to serve as Director on the Board.
Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws. During the year, there has been no change in the policy.
The policy ensures equity, fairness and consistency in rewarding the employee on the basis of performance against set of objectives. The Policy is available on the Company''s website. The web link for accessing such policy is: http://www.texinfra.in/pdf/Remuneration Policy.pdf.
Declaration by Independent Directors
All Independent Directors of your Company have given declaration that they meet the criteria of independence as laid down under the Act, and the Listing Regulations.
The Board of Directors of the Company took on record the declarations submitted by the Independent directors after undertaking due assessment of their independence from the Management. The Independent directors of your Company have also confirmed their registration with the independent directors'' databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors will undertake the proficiency test, as may be required, under the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise and experience including proficiency to fulfil their duties to act as such.
AUDIT COMMITTEE AND AUDITORSComposition of Audit Committee
The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to this Report.
At the 82nd AGM held in the year 2022, Messrs L. B. Jha & Co., Chartered Accountants, Statutory Auditors of the Company, were appointed by the Shareholders to hold the office as such from the conclusion of 82nd AGM until the conclusion of 87th AGM of the Company.
Your Company has appointed Messrs. DGM & Associates, Cost Accountants, for conducting the Cost Audit for the FY''23 in terms of the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors of your Company on the recommendation of the Audit Committee, at its Meeting held on 12th May 2023 has approved the re-appointment of Messrs. DGM & Associates, Cost Accountants (Firm Registration No. 000038), as the Cost Auditors to conduct the Audit of the Cost Records of the Company for the FY''24 at a remuneration of ''34,000 (Rupees Thirty Four Thousand only) plus applicable taxes and out-of-pocket expenses as incurred from time to time. The proposal for the ratification of the remuneration payable to Messrs. DGM & Associates is being placed for the approval of Shareholders at the ensuing AGM.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are made and maintained.
Your Company has appointed Messrs. S. R. & Associates, Company Secretaries, for conducting the Secretarial Audit for the FY''23 in terms of the provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report in Form MR-3 is enclosed as Annexure E.
The details on the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to this Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has also laid down policies for prevention and detection of frauds and errors and eventually maintaining accuracy and completeness of accounting records. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and the nature of operations of the Company.
The Audit Committee also evaluates the risk management system and periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company.
Your Company periodically reviews the risk management framework to keep it integrated to the long term strategic plans and to address the external & internal risks.
The Risk Management Policy document, as approved by the Board of Directors has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external, and a detailed process for evaluation and mitigation of risks.
The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management system for the Company including identification therein of elements of risks, if any, and such other related functions.
Your Company is having a Risk Management Committee (''RMC'') duly constituted by the Board of Directors of the Company. The composition of the RMC is provided in the Report on Corporate Governance which forms a part of this Report.
a) There has been no change in the nature of business of the Company during the year under review.
b) There are no significant and material orders passed by the Regulators/ Courts / Tribunals that would impact the going concern status of the Company and its future operations.
c) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.
d) The Reports of the Auditors do not contain any qualification / modification and hence no explanation is required.
During the FY''23, the Company has not accepted any
Deposits under the provisions of the Act.
During the year, there was no change in the share capital of the Company. The Paid up share capital of the Company as at 31st March 2023 was '' 12,74,26,590.
g) Disclosures under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal), Act, 2013
An Internal Complaints Committee (''ICC'') has been set up in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder to promote safe & healthy work environment and to redress complaints received regarding sexual harassment. The ICC meets at regular intervals. Your Company has in place a Policy on prevention of Sexual Harassment in accordance with the said Act and Rules.
During the year, no complaint was received by the ICC.
h) Disclosure with respect to compliance of Secretarial Standards
The Company has duly complied with the necessary requirements of the Secretarial Standards as issued by
the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.
OTHER INFORMATIONAnnual Return
The copy of the Annual Return is available on the website of the Company. The weblink for accessing Annual Return is: http://www.texinfra.in/pdf/ART2023.pdf .
Report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure F and forms a part of this Report.
Your Company has in place a dividend distribution policy in line with the requirements of the Listing Regulations. During the year, there has been no change in the policy.
The weblink for accessing such policy is: http://www.texinfra. in/pdf/DDP.pdf.
Particulars of Loans, Guarantees and Investments
The details of Loans, Corporate Guarantees and Investments made during the FY''23 under the provisions of Section 186 of the Act have been disclosed in the Financial Statement of the Company.
All related party transactions during the FY''23 were entered in the ordinary course of business and on arm''s length basis.
An omnibus approval from the Audit Committee for the financial year is obtained for the transactions which are repetitive in nature. All related party transactions are reported to and approved by the Audit Committee / Board of Directors. The details of such transactions were also placed before the Audit Committee and Board of Directors for their review, on a quarterly basis. During the year, there was no material related party transaction entered into by the Company and as such disclosure in Form AOC-2 is not required.
The Company has also formulated a policy on dealing with related party transactions and the same is disclosed on the Company''s website. The web link for accessing such policy is http://www.texinfra.in/pdf/RELATED PARTY TRANSACTION POLICY.pdf.
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5)OF THE COMPANIES ACT, 2013Your Directors state that:
(a) in the preparation of the Annual Financial Statements for the financial year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) relevant accounting policies as adopted are applied consistently and the judgments and estimates made 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 and loss of the company for that period;
(c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Annual Financial Statements of the Company have been prepared on a going concern basis;
(e) they 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
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Mar 31, 2018
REPORT OF THE BOARD OF DIRECTORS
Dear Shareholders,
The Directors have pleasure in presenting the 78th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March 2018.
FINANCIAL HIGHLIGHTS
(Rs. in lakhs)
|
2017-18 |
2016-17 |
|
|
Operating Profit (PBIDT) |
943.98 |
1173.05 |
|
Less: Interest (Net) |
(454.74) |
(687.04) |
|
Gross Profit (PBDT) |
1398.72 |
1860.09 |
|
Less: Depreciation |
255.63 |
253.44 |
|
Profit before Taxation |
1143.09 |
1606.65 |
|
Less: Tax Expenses |
||
|
CurrentTax including tax related to earlieryears |
330.53 |
335.00 |
|
Deferred Tax |
(151.93) |
196.97 |
|
Profit after Taxation |
964.49 |
1468.62 |
DIVIDEND
Your Directors have recommended payment of a dividend of 20% for the year ended 31st March 2018.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company continues to derive its major income from leased properties, income from strategic investments and operations of a Mini Hydro Power Unit in the District-Darjeeling, West Bengal.
REAL ESTATE
DDA has now finalized the framework for conversion of land use and the Company is awaiting formal notification from the Ministry of Housing and Urban Affairs to initiate the project activity. In meanwhile, the design development, concept design work, etc., have been initiated.
MINI HYDRO POWER PROJECT
Your Company''s 3 MW Mini Hydel Power Project located on the river Neora, District- Darjeeling, West Bengal could evacuate only 3.29 MU (net) against 9.56 MU of previous year. The power generation for most of the productive period i.e. monsoon was seriously impacted due to a prolonged agitation called by the Gorkha Janmukti Nari Morcha.
OTHERS
Your Company''s property at Gurgaon has yielded satisfactory returns. The Company''s dividend income is satisfactory.
HUMAN RELATIONS
Your Company continues to maintain its excellent record of human relations over the decades. Your Directors appreciate the commitment and dedication of its staffs and officers.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted in the year 2014 by the Board of Directors of the Company.
The composition of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.
Your Company has tied-up with various associations / organizations/trusts for pursuing the CSR activities as envisaged under the CSR policy of the Company and has identified the area of health and education as its major CSR activity. Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.
As required under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.
GREEN INITIATIVES
Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. Your Company has already started sending Annual Report, Notices, etc., through e-mails to the Shareholders, whose e-mail IDs are registered with their Depository Participants / the Company. In case a Shareholder wishes to receive a printed copy, he /she may send a request to the Company, after which a printed copy of the Annual Report will be sent. Shareholders are requested to support this initiative by registering/updating their e-mail IDs for receiving Annual Report, Notices, etc., through e-mail.
PARTICULARS OF EMPLOYEES
The number of employees as at 31st March 2018 was 31. In terms of the provisions of Section 197(1 2) of the Companies Act, 2013 (Act'') read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B.
Disclosures pertaining to remuneration and other details as required under Section 197(1 2) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure C.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Meetings of the Board
During the year under review, four Board Meetings were held on 22nd May 2017, 24th July 2017, 16th October 2017 and 8th February 2018.
Changes in Directors and Key Managerial Personnel
Ms Jyotsna Poddar retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The Board has recommended her re-appointment. During the year, Mr Akshay Tandon had resigned as a Manager, Chief Executive Officer (RE- Division) of the Company with effect from 23rd September 2017 and Mr Sirajuddin Khan was appointed in his place as Manager & VP with effect from 16th October 2017.
Board Evaluation
The Company has formulated a Policy for performance evaluation of Independent Directors, Board Committees and other Directors, by fixing certain criteria, duly approved by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors.
A structured questionnaire, evolved through discussions within the Board, has been used for this purpose. Further, on the basis of recommendations of the Nomination and Remuneration Committee and the performance review by the Independent Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
Appointment of Directors and Remuneration Policy
The Nomination and Remuneration Committee hasapproved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent Qualified Professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and publicservice.
Your Company has a well defined Remuneration Policy for Directors, KMP and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws. During the year, there has been no change in the policy.
The policy ensures equity, fairness and consistency in rewarding the employees on the basis of performance against set of objectives. The Policy is available on our website at the link httD://www.texinfra.in/pdf/Remuneration Policv.pdf
Declaration by Independent Directors
All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE AND AUDITORS
Composition of Audit Committee
The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.
Statutory Auditors
At the 77th Annual General Meeting (AGM) held in the year 2017, M/s G. P. Agarwal & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed by the Shareholders to hold office as such from the conclusion of the 77th AGM till the conclusion of the 82nd AGM of the Company, subject to the ratification of their appointment at every AGM. The Ministry of Corporate Affairs vide its notification dated 7th May 2018 has omitted the requirement of Shareholders'' ratification at every AGM and accordingly, the Auditors will continue to hold the office as such till the conclusion of the 82nd AGM of the Company.
Cost Auditors
Your Company has re-appointed M/s DGM & Associates, Cost Accountants, for conducting the Cost Audit for FY''19 in terms of the provisions of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.
Secretarial Auditor
Your Company has appointed M/s S. R. Associates & Co., Company Secretaries, for conducting the Secretarial Audit for FY''18 in terms of the provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report is enclosed as Annexure D.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and the nature of operations of the Company.
The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements.
The Risk Policy document, as approved by the Board of Directors has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external, and a detailed process for evaluation and treatment of risks.
The Audit Committee also evaluates the risk management system. The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management plan for the Company including identification therein of elements of risks, if any, and such other related functions.
DISCLOSURES
(a) There has been no change in the nature of business of the Company during the year under review.
(b) There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.
(c) There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.
(d) Deposits
During the year, the Company has not accepted any Deposits under the Companies, 2013.
(e) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.
No complaints pertaining to sexual harassment were received during FY 2017-18.
(f) Whistle Blower Policy
The details of the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.
(g) Disclosure with respect to compliance of Secretarial Standards
The Company has complied with the applicable provisions of theSecretarialStandards relating to the Board Meetingsand the General Meetings as issued by the Institute of Company Secretaries of India.
OTHER INFORMATION
Extract of Annual Return
The extract of Annual Return in Form MGT - 9 as on the financial year ended 31st March 2018 is enclosed as Annexure E and forms a part of this report.
Corporate Governance
A report on Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as a separate Annexure F and forms a part of this Report.
Particulars of Loans, Guarantees and Investments
The details of Loans, Corporate Guarantees and Investments made during the year under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Note nos. 5, 39 and 49 respectively to the Financial Statements of the Company.
Related Party Transactions
All related party transactions are reported to and approved by the Audit Committee and the Board of Directors. Prior omnibus approval is obtained on annual basis for transactions which are of repetitive in nature and are foreseen. All related party transactions during the financial year were entered in the ordinary course of business and on arm''s length basis. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel which may have a potential conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.
Your Company has also formulated a policy on dealing with Related Party transactions and the same is disclosed on the Company''s website. The web link for accessing such policy is http://texinfra. in/related party transactions policv.pdf
DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013
Your Directors state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the accounting policies as adopted are applied consistently and the judgments and estimates made 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 and loss of the Company for that period;
(c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) 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
(f) 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.
For and on behalf of the Board
S. K. Poddar
Place: Kolkata Chairman
Dated:15th May 2018 DIN: 00008654
Mar 31, 2015
The Directors have pleasure in presenting the Seventy Fifth Annual
Report of the Company along with the Audited Financial Statements of
the Company for the year ended 31st March, 2015.
Financials (Rs. in Lakhs)
2014-15 2013-14
Operating Profit (PBIDT) 950.86 1,817.12
Less: Interest (Net) (279.37) (368.15)
Gross Profit (PBDT) 1,230.23 2,185.27
Less: Depreciation 247.32 286.57
Profit before Taxation 982.91 1,898.70
Less: Provision for Taxation:
Current Tax 190.00 255.00
Deferred Tax Liability/(Asset) (31.79) (50.89)
Income Tax for earlier year 64.37 14.68
Profit after Taxation 760.33 1,679.91
Add: Balance brought forward
from previous year 7,415.33 6,959.04
8,175.66 8,638.95
Appropriations
Proposed Dividend on Equity Shares (Incl.Tax) 230.05 223.62
General Reserve 200.00 1,000.00
Balance Carried Forward 7,745.61 7,415.33
8,175.66 8,638.95
Dividend
The Directors have pleasure in recommending payment of a dividend of
15% i.e. Re. 0.15 per equity shares of the face value of Re.1 each for
the year ended March 31, 2015.
THE MANAGEMENT DISCUSSION AND ANALYSIS
The Company derives its major income from leased properties, dividend
and interest income out of its strategic investment and operation of a
Mini Hydro Power Unit in Dist. Darjeeling.
Real Estate
The Company has surrendered and handed over the possession of the
requisite land at its Birla Mills plot to DDA in terms of the Supreme
Court order and has retained approx. 40,000 sq. mtrs. of land. The
District Judge of Delhi, the executing authority has issued orders on
18th May, 2015 that post acceptance of the surrendered land by DDA the
execution proceedings stand closed, being satisfied.
The Company is now in the process of planning for development of
retained land in its possession.
Mini Hydro Power Project
The Company's 3 MW Mini Hydel Power Project located at Neora, District
Darjeeling in the State of West Bengal has evacuated 87.80 Lakhs units
of power in the year 2014 Â 2015 as compared to 94.14 Lakh units in the
year 2013-14. The power generation was slightly reduced due to poor
monsoon and low river discharge during the year. All the turbines at
site are operating satisfactorily.
The Company has been working on expanding its Mini Hydel Power unit at
upper reaches being Neora stage II (6 MW), located a few kilometres
from the existing project. For Neora stage II the Company has submitted
its application to MoEF for Registration and diversion of forest land
and has finalised deal for non-forest land of 38.02 acre with private
land owners for handing over to Forest Department.
Others
The Company's property at Gurgaon has yielded satisfactory returns,
though for a part of the year, it was not fully leased out. The
Company's dividend income was lower during the year due to general poor
performance of the corporates.
Human Relations
The Company continues to maintain its excellent record of human
relations over the decades. Your Directors appreciate the commitment
and dedication of its staff and officers.
Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules,
2014, a Corporate Social Responsibility Committee has been constituted
by the Board of Directors of the Company. The composition of the
Corporate Social Responsibility Committee is provided in the Report on
Corporate Governance as attached to the Directors' Report.
This being the first year of structured implementation for CSR
activities, the Company is in the process of tie-up with various
associations/ organisations / trust for pursuing the CSR activities as
envisaged under the CSR policy of the Company. The process of
identifying activities has delayed the CSR spend and the Company could
not spend a part of the prescribed amount in the financial year
2014-15. The Company is committed to conduct its business in a socially
responsible, ethical and environmental friendly manner and to
continuously work towards improving the quality of life of the
communities in its operational areas.
As required under Section 135 of the Companies Act, 2013, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, the
report on CSR is enclosed as Annexure A.
Consolidated Financial Statements
In accordance with Accounting Standard 21 (Consolidated Financial
Statement), the Group Accounts form part of this Report & Accounts. The
Group Accounts also incorporate Accounting Standard 23 (Accounting for
Investments in Associates in Consolidated Financial Statements) issued
by the Institute of Chartered Accountants of India. The Group Accounts
have been prepared on the basis of audited financial statements
received from the subsidiaries, as approved by their respective Boards.
Green Initiative
Your Company has started a sustainability initiative with the aim of
going green and minimizing the impact on environment. Your Company has
started sending Annual Report, Notices etc through e-mails to the
Shareholders, whose e-mail IDs are registered with their Depository
Participants. In case a Shareholder wishes to receive a printed copy,
he/she may please send a request to the Company, which will send a
printed copy of the annual report to the Shareholder. Members are
requested to support this initiative by registering / updating their
email addresses for receiving Annual Report, Notices etc. through
e-mail.
Particulars of Employees
The number of employees as at 31st March, 2015 was 27. There was no
employee who was in receipt of remuneration as required to be disclosed
under the provisions of Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
enclosed as Annexure B.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Meetings of the Board
During the year under review, five Board meetings were held on 21st
May, 2014, 21st July, 2014, 4th September, 2014, 7th November, 2014 and
3rd February, 2015.
Change in Directors and Key Managerial Personnel
Mr. Akshay Poddar, retires by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting. The
Board has recommended his re-appointment.
Ms. Suparna Chakrabortii who was appointed as an Additional Director on
20th March, 2015 has subsequently resigned from the Board of Directors
on 30th March, 2015 and
Ms. Jyotsna Poddar was appointed as an Additional Director of the
Company with effect from 30th March, 2015.
During the year Mr. Kaushik Sonee, Secretary & Compliance Officer of
the Company had resigned and Mr. Ayan Chakrobarty was appointed in his
place. Mr. P. C. Kejriwal, CFO of the Company had resigned w.e.f. 31st
March, 2015.
Board Evaluation
The Company has formulated a Policy, for performance evaluation of
Independent Directors, Board, Committees and other Directors by fixing
certain criteria which was approved by the Nomination and Remuneration
Committee and adopted by the Board. The criteria for the evaluation
include their functioning as Members of Board or Committees of the
Directors.
A structured questionnaire, evolved through discussions within the
Board, has been used for this purpose. Further on the basis of
recommendations of the Nomination and Remuneration Committee and the
performance review by Independent Directors, a process of evaluation
was followed by the Board for its own performance and that of its
Committees and individual Directors.
Appointment of Directors and Remuneration Policy
The Nomination & Remuneration Committee has approved the criteria to
determine the appropriate characteristics, skills and experience for
the Board as a whole and its individual members with the objective of
having a Board with diverse backgrounds and experience in business,
government, education and public service. To bring diversity, your
Company has appointed Ms. Jyotsna Poddar, a woman Director on the
Board during the year.
Based on the recommendations of the Nomination and Remuneration
Committee, the Board has approved the Remuneration Policy for
Directors, KMP and other employees of the Company.
The policy ensures equity, fairness and consistency in rewarding the
employees on the basis of performance against set objectives. A copy
of the policy is enclosed as Annexure C.
Declaration by Independent Directors:
All Independent Directors of your Company have given declarations that
they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
AUDIT COMMITTEE AND AUDITORS Composition of Audit Committee
The composition of the Audit Committee is provided in the Report on
Corporate Governance as attached to the Directors' Report.
Statutory Auditors
At the 74th Annual General Meeting held in the year 2014, M/s. K. N.
Gutgutia & Co., Chartered Accountants, Statutory Auditors of the
Company were re-appointed by the shareholders to hold office as such
from the conclusion of 74th Annual General Meeting held in the year
2014 until the conclusion of 77th Annual General Meeting of the
Company, subject to ratification of their appointment at every Annual
General Meeting. Under Section 139 of the Companies Act, 2013, the
Company is required to place the matter relating to Statutory Auditor's
appointment for ratification by members at every Annual General
Meeting.
Based on the recommendations by the Audit Committee, the Board of
Directors of the Company recommends the ratification of their
appointment.
Cost Auditors
Your Company has appointed M/s. DGM & Associates, Cost Accountants, for
conducting the Cost Audit for FY 2015-16 in terms of the provisions of
the Companies Act, 2013 and Companies (Cost Records and Audit) Rules,
2014 issued by the Ministry of Corporate Affairs.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company has appointed M/s S. R. Associates &
Co., Company Secretaries, as Secretarial Auditor, to conduct the
Secretarial Audit of the Company for the F.Y. 2014-15.
The Report of the Secretarial Audit Report is enclosed as Annexure D.
Whistle Blower Policy
The details on the establishment of Whistle Blower Policy are provided
in the Report on Corporate Governance as attached to the Directors'
Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has a proper and adequate system of internal controls. This
ensures that all transactions are authorised, recorded and reported
correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition there are operational
controls and fraud risk controls, covering the entire spectrum of
internal financial controls. The system is commensurate with the size
and the nature of operations of the Company.
The Audit Committee regularly reviews the internal control system to
ensure that it remains effective and aligned with the business
requirements.
The Board of Directors on the recommendation of the Audit Committee has
approved the Risk Management Policy for the Company in accordance with
the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The Risk Policy document has in its scope, the establishment
of a process for risk assessment, identification of risks both internal
and external, and a detailed process for evaluation and treatment of
risks.
The Audit Committee also evaluates the risk management system. The
objectives of the Audit Committee pertaining to Risk Management is to
monitor and review the risk management plan for the Company including
identification therein of elements of risks, if any, and such other
related functions.
DISCLOSURES
(a) There has been no change in the nature of business of the Company
during the year under review.
(b) There are no significant and material orders passed by the
Regulators/ Courts that would impact the going concern status of the
Company and its future operations.
(c) There are no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of financial year and the date of this Report.
(d) Deposits
Your Company has not accepted any Deposits.
(e) Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal), Act, 2013.
No complaints pertaining to sexual harassment were received during FY
2014-15.
OTHER INFORMATION Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
Particulars of Loans, Guarantees and Investments
The details of Loans, Corporate Guarantees and Investments made during
the year under the provisions of section 186 of the Companies Act, 2013
have been disclosed in the Note nos. 2.14, 2.23, 2.10 respectively to
the Financial Statements of the Company.
Extract of Annual Return
The extract of Annual Return in Form no. MGT 9 as on the financial year
ended 31st March, 2015 is enclosed as Annexure E.
Related Party Transactions
All related party transactions during the financial year were entered
in the ordinary course of business and on arm's length basis. All
related party transactions are approved by the Audit Committee and
Board of Directors. There were no materially significant related party
transactions made by the Company with the promoters, directors, key
managerial personnel which may have a potential conflict of interest
with the Company at large and as such disclosure in Form AOC-2 is not
required.
The Company has also formulated a policy on dealing with Related Party
transactions and the same is disclosed on the Company's website. The
web link for accessing such policy is
http://texinfra.in/related_party_transactions_policy.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT,
2013
Your Directors state:
(a) That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) That such accounting policies are applied consistently and the
judgments and estimates made 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 and loss of the company for that
period;
(c) That proper and sufficient care had been taken for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;
(d) That the annual accounts of the Company have been prepared on a
going concern basis;
(e) That 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
(f) That 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.
For and on behalf of the Board
S. K. Poddar
Chairman
Kolkata
Dated: 22nd May, 2015
Mar 31, 2014
The Directors have pleasure in presenting the Seventy Fourth Annual
Report of the Company along with the Audited Accounts for the year
ended 31st March, 2014.
Financial Results (Rupees in Lakhs)
2013-14 2012-13
Operating Profit (PBIDT) 1,817.12 1,697.96
Less: Interest (Net) (368.15) (395.11)
Gross Profit (PBDT) 2,185.27 2,093.07
Less: Depreciation 286.57 285.53
Profit before Taxation 1,898.70 1,807.54
Less: Provision for Taxation:
Current Tax 255.00 235.00
Deferred Tax Liability/(Asset) (50.89) (40.50)
Income Tax for earlier year 14.68 1.02
Profit after Taxation 1,679.91 1,614.06
Add: Balance brought forward
from previous year 6,959.04 6,768.60
8,638.95 8,382.66
Appropriations
Proposed Dividend on
Equity Shares (Incl. Tax) 223.62 223.62
General Reserve 1,000.00 1,200.00
Balance Carried Forward 7,415.33 6,959.04
8,638.95 8,382.66
Dividend
The Directors have pleasure in recommending payment of a dividend of
Rs. 0.15 per share for the year ended 31st March, 2014.
The Management Discussion and Analysis
The Company derives its major income from receipt of Rent of leased out
properties to blue chip Companies on medium term basis at Gurgaon,
dividend income out of its Strategic Investments and operation of a
Mini Hydro Power Unit in Dist. Darjeeling.
Real Estate
Pursuant to the Supreme Court order dated 25th March 2010, your Company
could retain 35% of its Industrial Land with a F.A.R. 1.5 times of the
normal F.A.R. and surrender the balance land to DDA.
In terms of the decision taken by the screening committee of the DDA,
the Company surrendered and DDA has duly taken possession of 52,201 sq.
mtrs. land out of 58,951 sq. mtrs. that was required to be surrendered
to DDA. The balance area has not yet been surrendered as the 3 nos.
residential quarters are not vacated. The application filed by the
occupants of the quarters in the court of the District Judge has been
dismissed. Our application for issuance of warrant of possession with
police help will come up for decision on the next hearing. On issuance
of the positive order, we shall obtain the vacant possession of the
land occupied by the quarters and hand over the same to DDA so that the
process of land surrender to DDA is completed.
The DDA vide its notification no. S.O.1215(E) dated 13th May, 2013 has
notified that Industrial plots shall be eligible for Residential (Group
Housing) activity within development control norms with required
commercial activity upto 15% of permissible F.A.R. on payment of
conversion charges as prescribed by Government from time to time.
Mini Hydro Power Project
The Company''s 3 MW Mini Hydel Power Plant located on river Neora,
District Darjeeling in the State of West Bengal improved its
performance with evacuation of 94.14 Lakh units of power in the year
2013-14 against 67.03 Lakh units in the year 2012-13. The unit - 3 is
performing at full load operation in monsoon period. The generation
would have been still better but for continuing problem of low
availability of water in the lean season and transmission line failure.
The evacuation problem has been solved by installing ATR of 4.5 MVA
during the year. No evacuation problem was noticed since its
installation.
The Company has also started preliminary work on the development of
Neora Stage II (6 MW) project which is located a few kilometers
upstream of the current plant. For Neora Stage
II project, application for FC & LA with proposal of alternative land
to WBFDCL & Directorate of Forest, Govt. of WB has been submitted for
transfer of Forest Land for project activity.
New Hydro Power
As reported your Company, though had pre-qualified for participation in
price bid tenders for projects namely ANS Stage-1 Hydro Electric
Project (40MW) & Bichlari Hydro Electric Project (45MW) on ''BOOT'' basis
in Jammu Region of J & K, decided not to pursue said projects based on
subsequent geological and viability study carried out by the management
which were not encouraging.
We are exploring further possibilities for setting up mini hydel
electric projects at new locations.
Human Relations
The Company continues to maintain its excellent record of human
relations over the decades. Your Directors appreciate the commitment
and dedication of its staff and officers.
Consolidated Financial Statements
In accordance with Accounting Standard 21 (Consolidated Financial
Statements), the Group Accounts form part of this Report & Accounts.
The Group Accounts also incorporate Accounting Standard 23 (Accounting
for Investments in Associates in Consolidated Financial Statements)
issued by the Institute of Chartered Accountants of India. The Group
Accounts have been prepared on the basis of audited financial
statements received from the subsidiaries, as approved by their
respective Boards.
Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
Directors'' Responsibility Statement u/s 217(2AA) of the Company''s Act,
1956
Your Directors state:
(i) that in the preparation of the annual accounts, applicable
accounting standards have been followed, along with proper explanations
relating to material departures, and the Notes in the Auditors'' Report
in this regard are self-explanatory;
(ii) that such accounting policies have been selected and applied
consistently and judgements and estimates made 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 that period;
(iii) that proper and sufficient care has been 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 fraud and other
irregularities;
(iv) that the annual accounts have been prepared on a ''going concern''
basis.
The SEBI''s guidelines regarding Corporate Governance have been
implemented by the Company.
Green Initiative
Your Company has started a sustainability initiative with the aim of
going green and minimizing the impact on environment. Your Company has
already started sending Annual Report, Notices etc through e-mails to
the Shareholders, whose e-mail IDs are registered with their Depository
Participants. In case a Shareholder wishes to receive a printed copy,
he/
she may please send a request to the Company, which will send a printed
copy of the annual report to the Shareholder. Members are requested to
support this initiative by registering / updating their email addresses
for receiving Annual Report, Notices etc. through e-mail.
Particulars of Employees
The number of employees as at 31st March, 2014 was 28. There was no
employee who was in receipt of remuneration as required to be disclosed
under Section 217(2A) of the Companies Act, 1956.
Director
Shri S. K. Poddar, Director, retires by rotation and being eligible,
offer himself for re-appointment at the ensuing Annual General Meeting.
The Board has recommended his re-appointment.
Cost Auditors
Your Company has appointed Cost Auditors M/s. DGM & Associates, Cost
Accountants, for conducting the Cost Audit for FY''15 in terms of the
provisions of Companies Act, 2013 and Companies (cost records and
audit) Rules, 2014 issued by the Ministry of Corporate Affairs.
Auditors
The Auditors, M/s. K.N. Gutgutia & Co, Chartered Accountants, retire
and are eligible for re-appointment.
For and on behalf of the Board
Place: Kolkata S. K. Poddar
Dated: 21st May, 2014 Chairman
Report on Corporate Governance
Mar 31, 2013
The Directors have pleasure in presenting the Seventy Third Annual
Report of the Company along with the Audited Accounts of the Company
for the year ended 31st March, 2013.
Financial results Rupees in Lakhs
2012-13 2011-12
Operating Profit (PBIDT) 1,697.96 2,142.89
Less: Interest (Net) 395.11 268.59
Gross Profit (PBIDT) 2,093.07 2,411.48
Less: Depreciation 285.53 299.21
Profit before Taxation 1,807.54 2,112.27
Less: Provision for Taxation:
Current Tax 235.00 270.00
Deferred Tax Liability / (Assets) (40.50) (50.33)
Income Tax for earlier year 1.02 -
Profit after Taxation 1,614.06 1,892.60
Add: Balance brought forward from
previous year 6,768.60 6,098.15
8.382.66 7,990.75
Appropriations
Proposed dividend on Equity Shares (Incl. Tax) 223.62 222.15
General Reserve 1,200.00 1,000.00
Balance Carried Forward 6,959.04 6,768.60
8.382.66 7,990.75
Dividend
The Directors have pleasure in recommending payment of a dividend of
15% (Rs. 0.15 per share) for the year ended March 31, 2013.
Consolidated Financial Statements
In accordance with Accounting Standard 21 (Consolidated Financial
Statements), the Group Accounts form part of this Report & Accounts.
The Group Accounts also incorporate Accounting Standard 23 (Accounting
for Investments in Associates in Consolidated Financial Statements)
issued by the Institute of Chartered Accountants of India. The Group
Accounts have been prepared on the basis of audited financial
statements received from the subsidiaries, as approved by their
respective Boards.
Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
DirectorsQResponsibility Statement U/S 217(2AA) of the Companies Act,
1956
Your Directors state:
(i) That in the preparation of the annual accounts, applicable
accounting standards have been followed, along with proper explanations
relating to material departures, and the Notes in the AuditorsDReport
in this regard are self-explanatory;
(ii) That such accounting policies have been selected and applied
consistently and judgements and estimates made 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 that period;
(iii) That proper and sufficient care has been 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 fraud and other
irregularities;
(iv) That the annual accounts have been prepared on a [going concernD
basis.
The SEBIH guidelines regarding Corporate Governance have been
implemented by the Company. An Audit Committee of the Board and
InvestorsD/ ShareholdersD Grievance Committee have been constituted and
are functioning in keeping with the given guidelines.
Green Initiative
Your Company has started a sustainability initiative with the aim of
going green and minimizing the impact on environment. The Company has
issued a notice dated 20th December, 2011 in respect of the same to the
Shareholders to opt for paperless compliances i.e. receipt of Annual
Reports, Notices etc. through e-mails. Your Company has started sending
Annual Reports, Notices etc. through e-mails to the Shareholders, whose
e-mail I Ds are registered with their Depository Participants.
In case a Shareholder wishes to receive a printed copy, he/she may
please send a request to the Company, which will send a printed copy of
the annual report to the Shareholder. Members are requested to support
this initiative by registering / updating their email addresses for
receiving Annual Reports, Notices etc. through e-mail.
Particulars of Employees
The number of employees as at 31st March, 2013 was 29. There was no
employee who was in receipt of remuneration as required to be disclosed
under Section 217(2A) of the Companies Act, 1956.
Directors
Shri Hemant Kumar, was appointed as an Executive Director w.e.f. 2nd
September, 2011 and the same was approved by the Members in the last
Annual General Meeting. Shri Gautam Khaitan and Shri Utsav Parekh,
Directors, retire by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
Cost Auditors
Your Company has appointed Cost Auditors M/s. DGM Associates, Cost
Accountants, for conducting the Cost Audit for the financial year
2012-13 in terms of Notifications and Companies (Cost Accounting
Records) Rules issued by the Ministry of Corporate Affairs.
Auditors
The Auditors, M/s. K. N. Gutgutia & Co., Chartered Accountants, retire
and are eligible for re-appointment.
For and on behalf of the Board
Place: Kolkata S. K. Poddar
Dated: 30th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Seventy Second Annual
Report of the Company along with the Audited Accounts of the Company
for the year ended 31st March, 2012.
Financial Results Rs. in Lakhs
2011-2012 2010-2011
Operating Profit (PBIDT) 2,210.79 1,340.63
Less: Interest (Net) (200.69) (33.62)
Gross Profit (PBDT) 2,411.48 1,374.25
Less: Depreciation 299.21 312.98
Profit before Taxation 2,112.27 1,061.27
Provision for Taxation:
Current Tax 270.00 210.00
Deferred Tax Liability/(Asset) (50.33) 87.11
Income Tax for earlier years - 3.36
Profit after Taxation 1,892.60 760.80
Add: Balance brought forward
from previous year 6,098.15 5,785.16
7.990.75 6,545.96
Appropriations
Proposed Dividend on
Equity Shares (Incl.Tax) 222.15 147.81
General Reserve 1,000.00 300.00
Balance Carried Forward 6,768.60 6,098.15
7.990.75 6,545.96
Dividend
The Directors have pleasure in recommending payment of a dividend of
15% (Rs.0.15 per share) for the year ended 31st March, 2012.
THE MANAGEMENT DISCUSSION AND ANALYSIS Renaming of the Company
Following the restructuring of Texmaco Limited post demerger of the
Heavy Engineering and Steel Foundry businesses to Texmaco Rail &
Engineering Ltd, the Company is focussed on its core business of Real
Estate Development, Hydro Power & other Infrastructure Development and
Investments decided to re-name itself as "Texmaco Infrastructure &
Holdings Ltd". Govt, of India- Ministry of Corporate Affairs, Registrar
of Companies, West Bengal has approved the change of name of the
Company and has issued Fresh Certificate of Incorporation consequent
with change of Name dated 20th Feb, 2012.
Real Estate
In terms of the order of the Hon'ble Supreme Court of India, consequent
upon the closure of erstwhile Birla Textiles, the Company was required
to surrender about 60% of its Industrial Land to DDA to keep it green.
DDA at the meeting of its Screening Committee held on Feb 27, 2012 has
decided the matter and has submitted the Area map showing the area to
be surrendered and that to be retained in the Court of the Distt.
Judge, Delhi who is nominated by the Hon'ble Supreme Court for
executing its Order. It is expected that the process of land surrender
will be completed shortly and thereafter the Company can commence its
efforts for development of its land in Delhi.
Mini Hydro Power Project
The Company's 3 MW Mini Hydel Power Project located at Neora, District
Darjeeling in the State of West Bengal evacuated 55.47 Lakh units of
power in the year 2011 - 2012 against 48.95 Lakh units in the year
2010-11. The entire power generated was sold to the West Bengal State
Electricity Board in terms of Power Selling Agreement entered into with
them. The generation was lower than expected due to low availability of
water in the lean season and excessive deposition of silt in the
desilting chamber. The continued problem of high voltage transmission
line of SEB and breakdown of MIV of Unit #3 were other bottlenecks.
Adequate measures have been taken this year so as to achieve a higher
generation.
The Company has also started preliminary work on the development of
Neora Stage II (6 MW) which is located a few kilometers upstream of the
current plant.
New Hydro Power Project
Based on the experience gained in successfully implementing Neora Hydro
Power Project, the Company is expanding its activities in Hydro Power
Sector. The Company has participated in pre-qualification tender for
projects namely ANS Stage-1 Hydro Electric Project (40MW) & Bichlari
Hydro Electric Project (45MW) on 'BOOT' basis in Jammu Region of J & K.
The pre-qualification bids are presently under evaluation and the
Company is hopeful to qualify to submit the price bids.
The Company is also considering participation in tenders for setting up
of Hydro Power Projects in Meghalaya and is exploring opportunities in
other States also.
Human Relations
The Company continues to maintain its excellent record of human
relations over the decades. Your Directors appreciate the commitment
and dedication of its staff and officers.
Consolidated Financial Statements
In accordance with Accounting Standard >21 (Consolidated Financial
Statements), the Group Accounts form part of this Report & Accounts.
The Group Accounts also incorporate Accounting Standard 23 (Accounting
for Investments in Associates in Consolidated Financial Statements)
issued by the Institute of Chartered Accountants of India. The Group
Accounts have been prepared on the basis of audited financial
statements received from the subsidiaries, as approved by their
respective Boards.
Employees Stock Option Scheme (ESOS)
Details of Employees Stock Option granted pursuant to Employees Stock
Option Scheme 2007 (ESOS 2007), as also the disclosure in compliance
with Clause 12 of the Securities and Exchange Board of India (Employees
Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,
1999 are set out in the Annexure 'A' to this Report. During the year,
the Committee of Directors of the Company at its Meeting held on 21st
October, 2011 has allotted 2,43,500 Equity Shares of the Company to its
eligible employees, pursuant to exercise of 2,43,500 Options by the
eligible employees under Texmaco Employees Stock Option Scheme, 2007
and consequently the Paid up Share Capital of the Company stands
increased from Rs. 12,71,83,090/-to Rs. 12,74,26,590/-w.e.f 21st
October, 2011. Under ESOS 2007, 3,75,000 Options were granted to the
employees of the Company, out of which employees had exercised 2,43,500
Options and the Scheme thereafter, stands closed on the balance options
having not exercised and surrendered by certain eligible employees.
Corporate Governance
A separate report on Corporate Governance pursuant to
Clause 49 of the Listing Agreement with the Stock Exchanges is attached
as a separate Annexure and forms a part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 217(2AA) OF THE COMPANIES ACT,
1956
Your Directors state:
(i) That in the preparation of the annual accounts, applicable
accounting standards have been followed, along with proper explanations
relating to material departures, and the Notes in the Auditors' Report
in this regard are self-explanatory;
(ii) That such accounting policies have been selected and applied
consistently and judgements and estimates made 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 that period;
(iii) That proper and sufficient care has been 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 fraud and other
irregularities;
(iv) That the annual accounts have been prepared on a 'going concern1
basis.
The SEBI's guidelines regarding Corporate Governance have been
implemented by the Company. An Audit Committee of the Board and
Shareholders' / Investors' Grievance and Share Transfer Committee have
been constituted and are functioning in keeping with the given
guidelines.
Green Initiative
Your Company has started a sustainability initiative with the aim of
going green and minimizing the impact on environment. The Company has
issued a notice dated 20th December, 2011 in respect of the same to the
Shareholders to opt for paperless compliances i.e. receipt of Annual
Reports, Notices and communications etc. through e-mails.
In order to conserve paper and minimize the impact in our environment,
your Company is publishing only the Statutory disclosures in the print
version of the Annual Report, prepared in compliance with the Section
219 of the Companies Act, 1956 and Clause 32 of the Listing Agreement.
However full Annual Report is available on our website www.texinfra.in.
Particulars of Employees
The number of employees as at 31st March, 2012 was 28. There was no
employee who was in receipt of remuneration as required to be disclosed
under Section 217(2A) of the Companies Act, 1956.
Directors
Shri Hemant Kumar, was appointed as an Additional Director w.e.f. 2nd
September, 2011 by the Board.
Shri S. K. Poddar and Shri Akshay Poddar, Directors, retires by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting.
Auditors
The Auditors, M/s. K.N. Gutgutia & Co. retire and are eligible for
re-appointment.
For and on behalf of the Board
Place: Kolkata S.K. Poddar
Dated-. 25th May, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Seventy first Annual
Report of the Company along with the Audited Accounts of the Company
for the year ended 31st March, 2011.
The performance of the Company is not comparable from the previous year
as in terms of a Scheme of Arrangement duly approved by the
Shareholders and the Hon'ble High Court, Calcutta, the Heavy
Engineering and Steel Foundry businesses of the Company were demerged
to Texmaco Rail & Engineering Ltd. (TEXRAIL), effective date being 1st
April 2010. Accordingly the financial results of the Company for the
year reflect only the Real Estate and Mini Hydro Power Segments and
excludes the performance of Heavy Engineering and Steel Foundry
businesses.
The Scheme of Arrangement was implemented as the considerations,
factors and financials applicable to the Heavy Engineering and Steel
Foundry businesses were different and
divergent in nature in comparison to Real Estate acquisition and
development and other business and interests of Texmaco. As part of an
overall business reorganisation plan and in order to take the
respective businesses to the next level of growth, it was appropriate
to segregate and realign the same. It was accordingly considered
desirable and expedient to reorganise and reconstruct Texmaco by
demerging the Heavy Engineering and Steel Foundry businesses (Demerged
Undertaking) to TEXRAIL in the manner and on the terms and conditions
as stated in the Scheme of Arrangement.
The demerger would enable the businesses to be pursued and carried on
more conveniently and advantageously with greater focus and attention
through two separate companies. i.e. Texmaco and TEXRAIL, each having
their own management team and administrative set up. It would
facilitate the business consideration and factors applicable to be
addressed more effectively and adequately by the respective companies.
Financial Results Rs. in Lakhs
2010-2011 2009-2010
Operating Profit (PBIDT) 1,340.63 15,184.77
Less: Interest (Net) (33.62) 98.57
Gross Profit (PBDT) 1,374.25 15,086.20
Less: Depreciation 312.98 1,148.56
Profit before Taxation 1,061.27 13,937.64
Provision for Taxation:
Current Tax 210.00 4,493.00
Deferred Tax Liability/(Asset) 87.11 63.80
come Tax for earlier years 3.36 35.23
Profit after Taxation 760.80 9,345.61
Less : Exceptional items:
VRS (Engg. Divn.) Ã 41.13
Net Profit / Loss 760.80 9,304.48
Add: Balance brought forward
from previous year 5,785.16 5,337.05
6,545.96 14,641.53
Appropriations
Proposed Dividend on Equity
Shares (Incl.Tax) (10%) 147.81 (90%) 1,339.18
Dividend on Pref. Shares
(Incl. Tax) Ã (6%) 17.19
General Reserve 300.00 7,500.00
Balance Carried Forward 6,098.15 5,785.16
6,545.96 14,641.53
Dividend
The Directors have pleasure in recommending payment of a dividend of
10% (Re.0.10 per share) for the year ended March 31, 2011.
Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 217(2AA)OF THE COMPANY'S ACT,
1956
Your Directors state:
(i) That in the preparation of the annual accounts, applicable
accounting standards have been followed, along with proper explanations
relating to material departures, and the Notes in the Auditors' Report
in this regard are self-explanatory;
(ii) That such accounting policies have been selected and applied
consistently and judgements and estimates made 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 that period;
(iii) That proper and sufficient care has been 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 fraud and other
irregularities;
(iv) That the annual accounts have been prepared on a 'going concern'
basis.
The SEBI's guidelines regarding Corporate Governance have been
implemented by the Company. An Audit Committee of the Board and
Shareholders' / Investors' Grievance and Share Transfer Committee have
been constituted and are functioning in keeping with the given
guidelines.
Group
Pursuant to an intimation from the promoters, the names of the
promoters and entities comprising ÃGroupà as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
disclosed as Annexure A in the Annual Report for the purpose of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
1997.
Particulars of Employees
There was no employee who was in receipt of remuneration as required to
be disclosed under Section 217 (2A) of the Companies Act, 1956.
Directors
Shri S. K. Poddar, Director of the Company, retires by rotation and is
eligible for re-election.
Auditors
The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for
re-appointment.
For and on behalf of the Board
Kolkata S.K. Poddar
Dated: 23rd May, 2011 Chairman
Mar 31, 2010
The Directors take pleasure in presenting the 70th Annual Report of
the Company along with the Audited Accounts of the Company for the
year ended March 31, 2010.
Financial Results
Rs. in Lakhs
20009-2010 2008-2009
Operating Profit (PBIDT) 15,184.77 13,192.64
Less: Interest (Net) 98.57 919.52
Gross Profit (PBDT) 15,086.20 12,273.12
Less: Depreciation 1,148.56 1,135.40
Profit before Taxation and
Exceptional items 13,937.64 11,137.72
Less : Exceptional items: VRS
(Engg. Divn.) 41.13 45.38
Profit before Taxation 13,896.51 11,092.34
Less: Provision for
Taxation:
Current Tax 4,493.00 3,478.44
Deferred Tax Liability/(Asset) 63.80 (5.60)
Fringe Benefit Tax - 35.52
Less: Income Tax for earlier year 35.23 -
Net Profit 9,304.48 7,583.98
Add: Balance brought forward from
previous year 5,337.05 3,744.38
Profit available for Appropriation 14,641.53 11,328.36
Appropriations
Proposed Dividend on Equity Shares
(Incl.Tax) (90%) 1,339.18 (75%) 972.07
Dividend on Pref. Shares (Incl.Tax) (6%) 17.19 (6%) 19.24
General Reserve 7,500.00 5,000.00
Balance Carried Forward 5,785.16 5,337.05
14,641.53 11,328.36
Dividend
The Directors have pleasure in recommending payment of a dividend of
90% (Re.0.90 per share) for the year ended March 31, 2010, having
regard to the performance of the Company.
During the year under review, the Company has turned out encouraging
results, despite the severe economic slowdown worldwide and its
dampening impact on the domestic business, for a major part of the
year.
The Gross Turnover at Rs.1125.49 crore was marginally higher by 3%
compared to Rs.1,091.25 crore in the previous year. (This does not
include the value of free-supply inputs including steel and components
of over Rs. 335 crore provided to the Company by Indian Railways and
other clients for some large value contracts).
However, the Gross Profit for the year (PBDT) was significantly higher
by 23% at Rs.150.86 crore against Rs.122.73 crore, and profit before
tax (PBT) by 25% at Rs.138.97 crore against Rs.110.92 crore in the
previous year. The Net Profit at Rs.93.04 crore was higher by 23%
compared with Rs.75.84 crore in the previous year, after providing
enhanced Tax liability of Rs.45.92 crore against Rs.35.08 crore only in
the previous year. The Deferred Tax Liability for the year has been
created in the Profit and Loss Account in accordance with the
Accounting Standard 22 "Accounting for taxes on Income", issued by the
Institute of Chartered Accountants of India.
The Management Discussion and Analysis
In the backdrop of the global economic slow-down in the later part of
the year 2008 and the pervasive gloom, the Company had to contend
against deceleration in the orders, deferment of deliveries by
customers, build-up of inventories and interest burden thereof, and
special credit accommodation to esteemed customers. The situation was
somewhat redeemed by stimulus packages of super economic powers and our
own government to resuscitate the economy. The Management, in such a
grim situation, capitalised on its strengths in marketing and financial
leveraging to sustain its operations through carefully orchestrated
strategy in product-mix planning. It used the opportunity to enhance
its competitive ability through upgradation of technology, skills and
all-round cost effective measures. These did help the Company to
achieve a reasonable growth in profit despite a moderate increase in
total income as would be seen from the performance of the Divisions
here-below.
Heavy Engineering Division
Rolling stock
Your Directors are pleased to report that the Company managed to
sustain the wagon production during the year at 4110 VUs, valued around
Rs.820.57 crore, marginally higher than the previous year,
notwithstanding the depressed business scenario under the impact of the
unprecedented global economic crisis. It may be pertinently mentioned
that while wagon production during the year was more or less the same
in numbers as in 2008-09, the value was substantially higher by over
22% because of the high value product-mix. Production wise, the demand
for wagon rakes for movement of iron ore and container traffic suffered
a severe decline. To add to the woes of the Industry, it is regrettable
that even after the elapse of nearly 14 months, Indian Railways are yet
to release the wagon orders for the year 2009-10, which severely
contributed to the idling of the production capacity.
Ironically, there is an all round clamour by the Industry on account of
shortage of wagons. Yet, the continuing delay in releasing the overdue
wagon orders is rather inexplicable. It is hoped that the Railway Board
would lose no further time in mitigating the hardship of the Industry
and protecting no less their own freight revenue.
As per the 2010-11 Budget estimate, freight loading has been targeted
at 944 million ton i.e. an increment of 54 million ton, and the
Railways propose to invest Rs.41,426 crore, which is the highest-ever
plan outlay. This augurs well for substantially higher wagon orders in
the current year. Besides, to make good the wagon shortage, a Modified
Wagon Investment Scheme of Indian Railways for high capacity general
purpose and special purpose wagons is on the anvil, which will permit
private operators to invest in infrastructure and run special freight
trains.
Your Company expects that with the inclusion of iron ore and coal
transportation under the Modified Wagon Investment Scheme, there would
be substantial demand for wagons in these sectors from private parties.
The Container traffic too should pick up, and your Company will be a
major beneficiary in this segment.
There is a huge freight growth projected as per the Indian RailwaysÃ
Vision 2020. The demand for commodity-specific wagons is expected to go
up substantially. The ongoing expansion of Aluminium and Cement
Industries would generate substantial demand for BTAP wagons for
transportation of Alumina Powder and BCCW wagons for transportation of
Cement. In this context, your Directors are pleased to inform that
looking to the prospective demand for BTAP and BCCW wagons, your
Company has already done significant design development work on High
Capacity Wagons, and the conceptual designs of the same have been
submitted to Indian Railways for their approval.
Locomotive Car Body Shells
For the first time, the Company manufactured Car Body Shells for WAG-9
Electric Locomotives against a developmental order for eight shells,
valued Rs.3.20 crore (with free steel), from Chittaranjan Locomotive
Works. The first shell was despatched on 26 Dec 2009. The order is
likely to be completed in 2010.
Collaboration with the United Group, Australia
As a part of new business arrangements, the Company to start with, has
signed during the year a Collaboration Agreement, followed by a
Technology Transfer Agreement (TTA) with United Group Rail, Australia,
a leading end-to-end rail technology solutions provider in the Asia
Pacific Region, for special design Double Deck Container Flat Wagons.
The Company is in an advanced stage of negotiation with United Group
Rail for meeting some of their requirements of Wagons, Bogies and
Locomotive Components, which would be an important export window to
Australia.
Hydro Mechanical Equipment and Steel Structures
In spite of the thrust of the Government of India to harness Hydro
power potential, not many projects have come up in recent years. None
of the major projects took off during the year under review.
Unfortunately, the execution of major contracts in hand also continued
to be affected due to various environmental, climatic and human
relation problems. The turnover of the Division stood at around
Rs.50.63 crore only. The order book is expected to improve
significantly during the current year.
The year 2009-2010 marked completion of 120 MW Sewa H.E. Project of
NHPC Ltd. in J&K. The surface and buried Penstock work of this project
was a testimony to the CompanyÃs technical know-how and installation
expertise in an extremely rough and difficult terrain, having
ever-changing profile & disposition of the rocks.
During the year, the Company got registration with RDSO for manufacture
of bridges. It executed the first order of steel railway bridge of 4 x
61.5 M span received through L&T, the Engineering and Construction
conglomerate. This has opened a new business avenue having good
potential.
Process Equipment
The Company successfully completed the order of 13 nos. 200m3 Buffer
Vessels of the size of 3.7m dia x 23m long weighing 82 tonnes each, and
2 nos. of 150m3 of the size of 3.3m dia x 27m long weighing 72 tonnes
each, supplied to various Steel Plants. However, the operations of the
Division were at rather low level owing to suspension of the activities
in Sugar Machinery & Boiler segments. The Management is planning to
re-organise and expand the product range of the Division. Currently,
the order for 12 nos. Process Vessels of different sizes is under
execution. With the Steel Plants going in for modernisation and
clearance of Paradeep Refinery already given, there is a good potential
for heavy process equipment.
Steel Foundry Division
The inordinate delay in release of wagon orders for RSP 2009-10, and
the mandatory use of imported couplers imposed by the Railway Board
with the introduction of Stainless Steel wagons, resulted in drastic
fall in the demand of Railway castings. As a consequence, the Foundry
capacity could not be utilised fully during the year. Nevertheless, the
production & despatch of 18,304 MT were maintained at the previous
yearÃs level. However, the turnover during the year at Rs.189.52 crore
recorded a fall as compared to the previous year because of low
realisation and also the change in Excise Duty tariff from 14% to 8%.
The exports also suffered an absence of bulk orders because of sluggish
demand in the global market.
The high axle load (27.5T) side frame & bolster castings developed by
your foundry are currently undergoing static & dynamic testing at the
AAR (Association of American Railroad) approved laboratory in Pueblo,
USA prior to their clearance for use in the North American market. The
tests are expected to be completed by September, 2010.
Your Directors are happy to report that your foundry was awarded "Best
Foundry For The Year, 2009" by The Institute of Indian Foundrymen,
which is a Affiliated Member of World Foundry Organisation.
Agro Machinery Division
The performance of the Division was sluggish during the year owing to
unprecedented drought throughout the country during the Kharif season,
and also non-release of subsidy by the Ministry of Agriculture,
Government of India, to most of the States. It is expected to pick up
substantially in the current year. The division has also initiated
action to explore new markets, particularly in southern states to
improve its market share in Agricultural machinery.
The division proposes to add new agricultural machines, Tractors and
Reapers, to meet the needs of middle class farmers and thus expand its
product range. In addition to the agro - machinery activity, the
Division in collaboration with M/s. Nu Phalt U.K. has taken up assembly
and marketing of the State-of the-Art Infrared Recycling Pothole
Repairing Machine for roads. The first machine has been delivered to
the Delhi Municipal Corporation, and the company expects to receive
substantial orders in the current year.
Mini Hydel Power
During the financial year 2009-10, the plant achieved generation figure
of 7.3 million units with net recorded evacuation of 6.7 million units.
The generation suffered a huge set back due to sustained high voltage
in 11 KV Grid of Chalsa Sub-Station since 17.10.09. The high voltage
phenomenon still continues and evacuation has dropped to 50% compared
to the figure of the previous year.
The matter has been taken up at the highest level in Distribution
Lisencee (WBSEDCL) and also the State Electricity Regulatory Commission
(SERC) & IREDA for corrective measures for removal of barriers.
For availing the benefit of carbon subsidy, verification of VER & CER
was completed up to November 2008. The certificate of VER for 4,124
units already issued by SGS (UK) and certification of CER for a
quantity of 7,785 units is under process. The quantum of unverified CER
as on 31.03.10 is around 7,400 units.
Exports
The exports of the Company during the year stood at around Rs. 151
crore, including deemed export. On the physical export front, the
market continues to be sluggish as the developed economies are yet to
come out of the impact of slowdown they have been facing for the last
two years. However, development of samples of the castings for Europe &
North American Market is being actively pursued and our side-frame and
bolster castings for the American Market are presently undergoing
static and dynamic testing in the USA. The successful test acceptance
will open the window for your company to export its castings to high
quality consensus and niche markets in North America.
R & D activities
The Steel Foundry Division has undertaken various R&D activities
focusing on development of processes and manufacturing procedures of
various important critical items for export/domestic market to meet
international quality and application requirements.
The Division has successfully developed quite a number of castings viz.
Drawguard, Drawbar, Tightlock Couplers for Coaches and Side Frames,
Bolsters for High Axle Load boxes and CMS Crossings for special
application etc., for export market. Some of the proto-type products,
already developed, are under testing and approval in international
laboratories. It should enable the Company to enter into export market
for these products in a big way. It is gratifying that the Tooth Point
product for the mining industry has been commercialised.
The Division continues to strive to develop items and products, which
have export potential.
Real Estate
The HonÃble Supreme Court of India disposed off all the review
petitions for freehold land including that of our Company, requiring
the Company to surrender on sliding scale up to 65% of its land to DDA
and permitting 1.5 times of normal FAR on the remaining land, and
further clarifying that in case the surrendered land is used by DDA for
any commercial development, DDA shall pay the Company 50% of the amount
received by it. With the judgement in hand, the Company is in a
position to plan commercial development of its property at Birla Mills,
Delhi.
The property acquired by the Company at Gurgaon, at a prime location,
has a good prospect for long term capital appreciation and is presently
yielding an annual rental income of around Rs. 9 crore.
Investment in Subsidiary Company
During the year, the Company made an investment of Rs.5,45,00,000 in
the equity capital of its wholly owned subsidiary, M/s. Texmaco
Machines Pvt. Ltd. (Now known as
Texmaco Rail & Engineering Ltd). This would facilitate to make a
rational and shareholder friendly restructuring scheme for the
CompanyÃs Heavy Engineering and Steel Foundry Divisions.
Restructuring of the Company
Your Directors have recommended, subject to the approval of
shareholders and the HonÃble High Court, Calcutta, the proposal to
restructure the Company by de-merging its operational Divisions i.e.
Heavy Engineering and Steel Foundry Divisions to its wholly owned
Subsidiary Company and retaining the business of Real Estate,
Investment and Mini Hydel Power in the Company. Your Directors are
confident that this will enable the Company to raise resources for its
various expansion plans and simultaneously enhance the shareholders
value by optimising the CompanyÃs operations in its respective field,
and will also enable the Company to raise resources for its Real Estate
Division which is a big opportunity in view of the conclusion of
litigation and final award made by the HonÃble Supreme Court. The
restructuring proposal has been worked out by M/s. Ernst & Young Pvt
Ltd. M/s. ICICI Securities Ltd., Advisors and M/s. Khaitan & Co.,
Advocates, have been appointed for the implementation of the scheme.
Multi-Million QIP
The Company successfully raised Rs.170.56 crore by way of Qualified
Institutional Placement (QIP) in July 2009. The response from leading
Domestic and International Institutional Investors was overwhelming.
The equity share of the Company of Re.1 each was subscribed at 104
times of its face value at. Rs.104 per equity share. Subsequent to the
QIP issue, the paid up equity share capital of the company has gone up
from Rs.1107.83 lacs to Rs.1271.83 lacs. The newly issued equity shares
under the QIP stand listed at Bombay Stock Exchange Ltd., National
Stock Exchange of India Ltd and The Calcutta Stock Exchange Ltd.
Human Relations
In our people, we trust. Our journey through turbulent times would not
have been possible without the support of our people, our biggest
strength. We have built an aspirational organisation to go beyond
boundaries. As we step into the future, we would be required to augment
our capability even more comprehensively.
The quality of leadership determines the pace of progress of the
corporation. This year too, we continued to build on our commitment to
leadership development, which includes providing employees with
opportunities for learning while earning. The companyÃs programme of
providing an educational window to employees in collaboration with BITS
Pilani is yielding excellent results. The Management continues to
invest substantially in harnessing its human assets.
This year we crafted a special Performance Appraisal Framework to
assess talent and identify gaps. One of our top priorities has been to
build talent across the organisation, especially in the niche areas of
Operations, Business Processes, IT, and Quality Assurance. Lean process
remains a focus for us. We have leveraged technology significantly to
optimise our manning.
Texmaco continues to maintain its unique track record of industrial
harmony. As we look ahead we are confident that our strong, positive
people philosophy and practices will make us a preferred destination of
talent.
Employees Stock Option Scheme (ESOP)
Details of Employees Stock Option granted pursuant to Employees Stock
Option Scheme 2007 (ESOS 2007), as also the disclosure in compliance
with Clause 12 of the Securities and Exchange Board of India (Employees
Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,
1999 are set out in the Annexure Ã1Ã to this Report.
Redemption of Non-Cumulative Preference Shares
The Company during the year under review redeemed 2,74,050 (6%)
redeemable non-cumulative preference shares of Rs.100 each.
Opportunity and Threats
Looking to the growth trajectory of Indian economy and the GDP growth
rate of around 8% plus, there are unprecedented opportunities in the
Rail Freight Transportation sector. The Rail Freight operations are the
core business area and primal revenue stream of Indian Railways.
Texmaco, being the market leader in the manufacture of freight cars in
the country, is poised for a sustained high rate of growth; in the
planned phenomenal expansion of Rail Transport capacity. The Company is
examining various options to enter into Railway Logistics Business
including Container Train Operations, Multi/Inter Modal Container
Terminals and Train Maintenance.
The Ministry of Railways has taken a major policy initiative in
February 2005 permitting entry of private operators to run container
trains and the Indian Containers Traffic is expected to grow at 16%Ã18%
annually. There are viable options available to the Company to enter
into the rail-related fields including pan-India Network of container
train operations, setting up Inter Modal Terminals, and forward
integration by taking up the activity of Freight Car Maintenance, an
area of its core competence. Significantly, the Dedicated Freight
Corridor Plan of the Indian Railways will lead to a quantum jump in
transportation capacity, and the Company is gearing to be in a state of
readiness to partake a share of the huge potential thereof. Indian
Railways have also issued draft policies for attracting private sector
participation in Railway Logistics Business and Rail Connectivity
Projects, which is a precursor for other PPP Projects. For these
high-end projects, the Company has already started garnering its
resources through upgradation of technology, skills and quality
assurance matching with the international standards.
Besides, the Company has ambitious plans to foray into the Hydel Power
Sector, where it is already a leading supplier of Hydro-Mechanical
Equipment for the Mega Hydro Power Projects. Logistically, the Company
is ideally placed to look at the various schemes in the North East
Sector, which has the highest potential for Hydro Power in the entire
country.
In the face of the aforesaid opportunities, the one threat appears to
be any procrastination in going forward and building up the requisite
technical, financial and managerial resources to be the front runner in
this high momentum phase of rail development. There would also be the
challenge of new entrants attracted by the growth story of the
Railways, and the Company has to be alive to beat the emerging
competition by efficient and cost effective resource planning and
management.
Corporate Social Responsibility
CSR is not merely a statement of intent for us at Texmaco. It is an
Article of Faith, a belief that the world will be a better place to
live with strong human bonding. As a part of our corporate philosophy,
Education, Health, Environment and Safety continue to be areas of
priority for Texmaco.
The Management continues to invest substantially in Community Welfare
Programmes, directly and through philanthropic organisations. The
Company supports Texmaco Neighbourhood Welfare Society which has been
extending financial assistance on a wide scale to the needy, deserving
individuals and families. Your company is an active participant in the
Affirmative Action Policy to promote Inclusive Growth by giving special
preference in the recruitment procedure to SC-ST- OBC and physically
challenged candidates.
The Company believes that CSR starts with good governance in the
interest of all the stake holders, ensuring that the company
adds wealth, follows the laws of the land and the norms of society,
develops the potential of all its employees, remains sensitive to the
environmental and ecological effects of its actions, and bears
responsibility for improving community life.
Consolidated Financial Statements
In accordance with Accounting Standard 21 (Consolidated Financial
Statements), the Group Accounts form part of this Report & Accounts.
The Group Accounts also incorporate Accounting Standard 23 (Accounting
for Investments in Associates in Consolidated Financial Statements) and
Accounting Standard 27 (Financial Reporting of Interest in Joint
Ventures) issued by The Institute of Chartered Accountants of India.
The Group Accounts have been prepared on the basis of audited financial
statements received from the subsidiaries, as approved by their
respective Boards.
Corporate Governance
A separate report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as a separate
Annexure and forms a part of this Report.
Directorsà Responsibility Statement
U/S 217(2aa) of the CompanyÃs Act, 1956
Your Directors state:
(i) That in the preparation of the annual accounts, applicable
accounting standards were followed, along with proper explanations
relating to material departures, and the Notes in the Auditors Report
in this regard are self-explanatory;
(ii) That such accounting policies were selected and applied
consistently and judgements and estimates made 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 that period;
(iii) That proper and sufficient care was taken to maintain 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;
(iv) That the annual accounts were prepared on a going concern basis.
The SEBIs guidelines regarding Corporate Governance have been
implemented by the Company. An Audit Committee of the Board and
Shareholders / Investors Grievance and Share Transfer Committee have
been constituted and are functioning in keeping with the given
guidelines.
Particulars of Employees
The number of employees as on 31st March, 10 was 1720. A statement
containing the required particulars of employees as stipulated under
Section 217(2A) of the Companies (Particulars of Employees) Rules,
1975, is enclosed - Annexure Ã2Ã.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
As required under Section 217(1)(e) of the Companies Act, 1956, read
with Rule 2 of the Companies (Disclosures of Particulars in
the Report of the Board of Directors) Rules, 1988, information relating
to conservation of energy, technology absorption and foreign exchange
earnings and outgo is enclosed - Annexure Ã3Ã.
Directors
Your Director, Shri H.C. Gandhi retires from the Board after a
distinguished service for last 14 years. The Directors place on record
their deep appreciation of the valuable advice and guidance received
from him during his tenure as Director of the Company.
Shri S. Dhasarathy and Shri Akshay Poddar, Directors of the Company,
retire by rotation and are eligible for re-election.
Auditors
The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for
re-appointment.
For and on behalf of the Board
Kolkata S. K. Poddar
Dated: 29th May, 2010 Chairman
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