Directors Report of TIL Ltd.
Mar 31, 2023
Your Directors present the 48th Annual Report together with the Audited Financial Statements for the year ended 31st March 2023 as under:
|
FINANCIAL RESULTS |
(Rs. in Crs.) |
|
|
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
|
|
Revenue from Operations |
43.83 |
64.99 |
|
Other Income |
10.86 |
24.27 |
|
Total Revenue |
54.69 |
89.26 |
|
Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) |
(46.9) |
(357.36) |
|
Depreciation & Amortization |
8.95 |
9.95 |
|
Interest |
36.24 |
36.16 |
|
Profit/(Loss) Before Exceptional Items and Tax |
(92.09) |
(143.94) |
|
Exceptional Items |
-- |
(259.53) |
|
Profit/(Loss) Before Tax |
(92.09) |
(403.47) |
|
Tax Provision |
(3.81) |
13.01 |
|
Profit/(Loss) After Tax |
(88.28) |
(416.48) |
|
Other Comprehensive Income/(Expenditure) for the year |
(0.73) |
(0.51) |
|
Total Comprehensive Income/(Expenditure) for the year |
(89.01) |
(416.99) |
HIGHLIGHTS OF COMPANY''S PERFORMANCE
On a standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review stood at '' 54.69 Crs. vis-a-vis'' 89.26 Crs. in the previous year. Operating loss of the Company for the year under review was '' 92.09 Crs. as compared to an operating loss of '' 143.94 Crs.in the previous year. The Company booked loss (after tax) of '' 88.28 Crs. during the year under review against loss '' 416.48 Crs. during the previous year which also included an exceptional loss of '' 259.53 Crs.
The consolidated turnover of your Company''s Group including income from operations (gross) and other income during the year ended 31st March 2023 stood at '' 50.53 Crs. compared to '' 77.13 Crs. in the previous year. The Group incurred a loss of '' 94.72 Crs. during the year under review as compared to a loss of '' 158.63 Crs. in the previous year. The overall loss before tax during the year under review was '' 94.72 Crs. against a loss of '' 418.16 Crs. in the previous year.
In spite of the distressed financial results during the year under review, the Company continues to have a healthy order book position as on 31st March 2023 amounting to '' 207.80 Crs. for supply of equipment to the Defence Sector as well as to Private Enterprises and '' 25.90 Crs. towards supply of spares and provision of customer support services.
The Foreign Subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a revenue of '' 0.10 Cr. during the year under review as compared to previous year''s revenue of '' 2.74 Crs. It registered a loss of '' 5 Crs. after tax during the year under review compared to a profit of '' 0.15 Cr. after tax in the previous year.
After adjusting loss for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has decreased from '' (213.09) Crs. to '' (302.10) Crs. and the shareholders'' fund decreased from '' (203.06) Crs. to '' (292.07) Crs. as at 31st March 2023 respectively.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2022-23, together with the Auditors'' Report, form part of this Annual Report. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary Company as approved by their respective Board of Directors.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement in the prescribed Form AOC-1 containing the salient features of the Financial Statements of the Company''s Subsidiary is also provided in this Annual Report.
The accounts of the Company''s Subsidiary are also uploaded on the website of the Company, www.tilindia.in.
As the Company had no profits during the financial year ended 31st March 2023, the Board does not recommend payment of any Dividend.
FINANCIAL RESTRUCTURING PROPOSAL
During the year under review, the lenders have continued to extend ''Holding on Operations'' to the Company through the ''Trust & Retention Account'' being operated with the Lead Bank of the Consortium viz., Bank of India (''BOI''). The Company had been in discussion with the lenders for fund raising through an Investor and also for resolution of debts.
In November, 2022, the Company had received a proposal from Indocrest Defence Solutions Private Limited ("Investor"), a private limited company and having its registered office at 802, 8th Floor, Kailash Building 26, Kasturba Gandhi Marg, New Delhi 110001, India, for infusion of capital in the Company to meet its business requirement and for restructuring the obligations of the Company under the Facilities in accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by the Reserve Bank of India (RBI) vide its circular dated 7th June 2019.
Accordingly, the Board of Directors at its meeting held on 26th November 2022 approved (i) execution of an Investment Agreement by the Company with the Investor and the Promoters of the Company and (ii) issue/allotment of equity shares to the Investor under Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("Regulation") subject to necessary approval from the Shareholders and other Regulatory Authorities.
The Company, on 28th November 2022, had submitted a Resolution Plan with the Lenders in accordance with the aforesaid RBI Circular under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019. Approval of
the Shareholders for issue and allotment of 7,496,592 equity shares of face value of '' 10/- each at a price of '' 92.40 (Rupees Ninety Two and Forty Paisa) per share as determined under the aforesaid Regulation for cash consideration to the Investor aggregating to amount up to '' 692,685,101 (Rupees Sixty Nine Crore Twenty Six Lakh Eighty Five Thousand One Hundred One) by way of preferential allotment on a private placement basis has been received on 23rd December 2022. The Resolution Plan is under discussion with the Lenders of the Company.
As reported earlier, BOI had filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal on 28th September 2022 and the same is pending for admission.
As a result of booking of losses during the year under review, the net worth of the Company continues to be negative. However, considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Company is of the opinion that the material uncertainties are expected to be mitigated and hence the Standalone Financial Results have been prepared on a going concern basis.
The paid up equity share capital of the Company as on 31st March 2023 was '' 100,302,650/- divided into 10,030,265 equity shares of face value of '' 10/- each. The Company has neither issued any class of shares nor was there any buy-back of shares during the year under review. Further, the Company does not have any stock option scheme for its employees.
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March 2023.
During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on 31st March 2023.
BOARD OF DIRECTORS
As on 31st March 2023, the Board of Directors of the Company consisted of the following Members:
|
NAME OF DIRECTORS |
DESIGNATION |
DIN |
|
MR. SUMIT MAZUMDER |
Chairman & Managing Director |
00116654 |
|
MRS. MANJU MAZUMDER |
Non-Executive Director |
00743164 |
|
MR. SUBIR BHATTACHARYYA |
Non-Executive Independent Director |
09711826 |
|
MR. TULSI DAS BANERJEE |
Non-Executive Independent Director |
03573211 |
During the year Mr. R. L. Gaggar and Mr. G. Swarup had resigned as Independent Directors which was noted by the Board on 13th September 2022. LIC of India withdrew the nomination of its nominee namely, Mr. D. K. Banerjee from the Board of the Company and the same was also noted on 13th September 2022.
The Board has appointed Mr. Subir Bhattacharyya (DIN 09711826) and Mr. Tulsi Das Banerjee (DIN 0357321 1) as the Independent Directors of the Company with effect from 13th September 2022.
As per Regulation 17(1) of SEBI Listing Regulations, the Board of Directors of the top 2,000 listed entities (which includes your Company) should consist of not less than 6 (six) Directors. However, with the resignation of Independent and Nominee
Directors as aforesaid during the year, the composition of the Board reduced to four Directors as on 31st March 2023. The shortfall in Directors has since been regularized by inducting the following Independent Directors on the Board of the Company with effect from 18th May 2023:
1. Mr. Shamik Dasgupta (DIN 01 127296)
2. Mr. Debasis Bhattacharya (DIN 00561865)
As per the Articles of Association of the Company, Mr. Sumit Mazumder retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Mrs. Manju Mazumder, Non Executive Director of the Company shall be attaining the age of 75 years in October, 2023. In view of the same and pursuant to Regulation 17(1A) of SEBI Listing Regulations, a special resolution is required to be passed at the forthcoming Annual General Meeting to continue her Directorship.
Necessary information pursuant to the SEBI Listing Regulations in respect of Directors'' appointment, re-appointment, etc. at the forthcoming Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting and have also been disclosed under the Corporate Governance Report forming a part of this Report.
In terms of the disclosure received from the Directors, none of them are disqualified from being appointed as Directors under Section 164(2) of the Companies Act, 2013.
The term of Mr. Sekhar Bhattacharjee as the Company Secretary has been extended by six months from 1st April 2023 to 30th September 2023. Ms. Bipasha Banerjea has resigned as the Chief Financial Officer of the Company on 26th May 2023 which shall be effective from 31st May 2023.
Presently, the Key Managerial Personnel of the Company are as under:
1. Mr. Sumit Mazumder, Chairman and Managing Director;
2. Mr. Sekhar Bhattacharjee, Vice President - Company Secretary & Compliance Officer; and
3. Ms. Bipasha Banerjea, Chief Financial Officer (upto 30th May 2023)
The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board and Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.
During the year under review six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. However, there has been delays in holding Board Meetings within a gap of 120 days as prescribed under Regulation 17(2) of SEBI Listing Regulations for the first and second quarters due to initiation of a management audit at the behest of a Promoter in April, 2022.
Pursuant to various requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Management Committee.
The details of composition, meetings held during the financial year 2022-23, terms of reference, etc., pertaining to said committees are mentioned in the Corporate Governance Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Details of the separate meetings of the Independent Directors held in terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations are given in the Corporate Governance Report.
COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) issued by The Institute of Company Secretaries of India (ICSI) except that there has been delays in holding Board Meetings within a gap of 120 days for the first and second quarters of the year under review due to initiation of a management audit at the behest of a Promoter in April, 2022. However, the Company has duly complied with the applicable provisions of the Secretarial Standards on General Meetings (SS-2).
The Nomination and Remuneration Committee and the Board of Directors have reviewed the evaluation of performance of the Board as a whole, various Board Committees and also of the individual Directors. The manner in which the evaluation had been carried out is disclosed in the Corporate Governance Report attached to this Report.
STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the Company together with SWOT analysis has been given in the Management Discussion & Analysis section which forms a part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions of the SEBI Listing Regulations, the Directors of the Board state that:
i. in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors on the Board have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and they also comply with Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.
Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations, procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no reportable material weakness either in design or in operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company, being in manufacturing business, does not have any policy to give loans, directly or indirectly, to any person or to other body corporates or give any guarantee or provide any security in connection with a loan, covered under the provisions of Section 186 of the Companies Act, 2013, to any other body corporate except for its subsidiary as and when required. The Company also did not make any investment in securities of any other body corporate during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the financial year were in the ordinary course of business and on arm''s length basis. There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All related party transactions were placed before the Audit Committee for review and approval. Prior omnibus approval was also obtained from the Audit Committee for related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors are available on the Company''s website under the following weblink:
https://www.tilindia.in/investor-relations/related-party-transaction-policy
The details of the related party transactions are set out in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT
Details of material changes and commitments affecting financial positions of the Company between end of the financial year and the date of this Report have been disclosed under this Report and also under the notes on accounts to the financial statements.
Due to initiation of a management audit at the behest of a Promoter in April, 2022 there were delays in declaration of financial results for the fourth quarter and financial year ended 31st March 2022 as well as for the first and second quarter results of the financial year under review as stipulated under the SEBI Listing Regulations. The Stock Exchanges have imposed certain fines on the Company under the SEBI Listing Regulations for delays in declaring quarterly results, inadequate Board composition during the year, etc. The Company has applied to the Stock Exchanges requesting for waiver of fines.
Consequent to the delay in declaring the annual financial results by the Company for the year ended 31st March 2022, the Company was unable to convene the 47th Annual General Meeting (''AGM'') within the time stipulated under the Companies Act, 2013. Accordingly, the Company applied before the Registrar of Companies/Ministry of Corporate Affairs seeking extension of time for holding the AGM which was granted vide letter dated 21st September 2022 for holding the AGM within 30th December 2022. The AGM was held on 21st December 2022.
Further, in terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed report on the Corporate Governance attached as Annexure I, together with a Certificate for the year ended 31st March 2023 issued by Messrs. Singhi & Co. (FRN 302049E), Chartered Accountants, Kolkata, the Statutory Auditors of the Company, confirming compliance with the requirements of the Corporate Governance as specified in SEBI Listing Regulations attached as Annexure II forms part of this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of provisions of Section 177 of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 22 of the SEBI Listing Regulations, your Company has in place necessary vigil mechanism through a whistle blower policy, to provide a formal mechanism to the Directors, employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected, a fraud or violation of the Company''s Code of Conduct and other issues relating to inappropriate functioning of the organization. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The said policy is available on the website of the Company under the weblink: https://www.tilindia.in/investor-relations/whistle-blower-policy.
No Credit Rating was carried out during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2) read with Paragraph B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report is attached as Annexure V and forms an integral part of this Annual Report.
STATUTORY AUDITORS AND THE AUDITOR''S REPORT
In terms of provisions of Section 139 of the Companies Act, 2013 read with the provisions of Section 145 thereto, Messrs. Singhi & Co. (FRN 302049E), Chartered Accountants, the Statutory Auditors of the Company have submitted their Independent Auditors Report on Standalone and Consolidated Financial Statements of the Company for the year ended 31st March 2023 which forms part of this Annual Report.
No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013.
The Board has duly examined the Statutory Auditors'' Report to the accounts and its clarifications regarding the qualified
opinions of the Statutory Auditors on the Financial Statements of the Company are given hereunder:
Standalone Financial Statements
Basis for Qualified Opinion under Independent Auditor''s Report on the Audit of the Standalone Financial Statements
a) We draw attention to clause (a) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 33 for not carrying out fair valuation of interest free loans from the promoters/ promoter''s group of companies and other lenders aggregating to '' 15,885 Lakhs as required under Ind AS-109 and its impact on financial results has not been ascertained by the Management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on the Standalone Financial Results.
The Management is of the view that loans received from the promoters/ promoter''s group of companies and other lenders aggregating to ''15,885 Lakhs is interest free as the interest has been waived by respective lenders. Accordingly, there would be no impact on the Standalone Financial Results as the same are at Fair Value.
b) We draw attention to clause (b) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 34 which states that the Company has incurred a cash loss of '' 8,314 Lakhs during the year and its net worth is negative as on the Balance Sheet date. Moreover, the Company''s current liabilities also exceed its current assets as at 31st March 2023. In view of the acute financial crisis faced by the Company, lenders have declared the loan facilities granted to the Company as a Non-Performing Asset (NPA). However, the lenders have also extended ''Holding on Operations'' to the Company through a ''Trust & Retention Account'' opened with the Lead Bank of the Consortium namely, Bank of India (''BOI''). Consequently, the lead bank, namely Bank of India, has filed a petition under Section 7 of the IBC before the Hon''ble National Company Law Tribunal (NCLT) on 28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th November 2022 which had since been submitted with all of TIL''s Consortium Bankers on 28th November 2022, and which is currently under discussion. Considering these developments, the matter had been adjourned by NCLT from time to time; with the next date of hearing being 19th June 2023.
The above situation indicates that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. However, the Management of the Company has been considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Management has concluded that the material uncertainties are expected to be mitigated and hence the standalone financial results have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on successful outcome of proposed investment by the investor and proposed resolution plan as stated above. Hence, we are unable to comment on whether the Company will be able to continue as Going Concern.
The Management of the Company has been considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Management has concluded that the material uncertainties are expected to be mitigated and hence the Standalone Financial Results have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on successful outcome of the proposed resolution plan and subsequent investment by the investor as stated.
c) We draw attention to clause (c) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 10.1 regarding carry forward of Minimum Alternate Tax Credit of '' 3,026 Lakhs as on 31st March 2023 (a component of deferred tax asset in the financial statements) which was accounted for in the earlier years. In the opinion of the Management, sufficient future taxable profit will be available against which these unused tax credits can be utilized within the stipulated period under the provisions of Income Tax Act 1961. However, we are unable to comment for utilization of said MAT credit in absence of basis for reasonable certainty supported by convincing evidence.
The Management is of the view that the successful outcome of the proposed resolution plan and subsequent investment by the investor shall support the execution of orders in hand; enabling the Company to generate sufficient future taxable profits. Therefore the Management believes that the unused tax credits can be utilized against such future taxable profits within the stipulated period under the provisions of Income Tax Act 1961.
d) We draw attention to clause (d) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 12.5 regarding Stock in Transit which includes materials valuing '' 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st March 2023 which also includes '' 3,234 Lakhs imported in earlier years. These inventories could not be released from the authorities due to non-payment of custom duty, other charges etc. and as explained, due to this confirmation was also not received. The Management does not expect any material loss on account of any obsolescence in these said stocks due to passage of time and no provision is considered necessary. However, as these materials are lying for a considerable period of time and due to non-availability of its technical assessment, we are unable to comment whether any provision for obsolescence is required in this regard.
The Management has responded that Stock in Transit could not be released due to non-payment of custom duty, other charges, etc. This situation has arisen due to pandemic induced acute liquidity constraint. However, the Management does not expect any material loss on account of any obsolescence in these stocks due to passage of time and no provision is considered necessary.
e) We draw attention to clause (e) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 35 regarding an enquiry by "Directorate of Revenue Intelligence & Enforcementâ (DRI) which has been ongoing since June 2021 in respect to certain trading transactions and other matters related to earlier years and the Company has since complied with the requirements of the DRI. On 7th November 2022 and 10th November 2022, the Company received an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations based on the investigation report. These demand intimations were for FY 2019-20 and for FY 2020-21 for payment of tax/ interest/penalty amounting to '' 928.90 Lakhs and '' 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and a reply to such intimations had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause Notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e., 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to '' 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the Management.
The Management has responded that reply to intimations received from GST authorities had been filed by the Company on 17th January, 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e., on 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to '' 958.97 Lakhs for FY 2019-20. The Management of the Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the Management.
f) We draw attention to clause (f) of the Basis for Qualified Opinion under Independent Auditors Report wherein Trade receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to '' 3,019 Lakhs, '' 1,050 Lakhs, '' 12,542 Lakhs and '' 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Company could not get necessary confirmations from the respective parties and due to no material subsequent movement in such balances, alternate procedure to verify those balances could also not be performed. Further, the Company could not get confirmations for Loans from bodies corporate to the extent of '' 897 Lakhs lying outstanding as on 31st March 2023. Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said balances as on 31st March 2023 and related impact on these Standalone Financial Results.
The Management is of the view that the outstanding balances of Trade receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to '' 3,019 Lakhs, '' 1,050 Lakhs, '' 12,542 Lakhs and '' 3,494 Lakhs respectively as on the Balance Sheet date are correctly recorded by the Company. Trade Payable consists of supplier''s liability, employee related liability, and provisions for expenses, etc. Balance confirmation from the respective parties are awaited. Further, the Management is also expecting recovery of the outstanding trade receivables and advances to suppliers as stated above. Further, the loans from body corporates for which confirmations have not been received are correct.
Consolidated Financial Statements
All the qualifications on Consolidated Financial Statements appearing at Clauses (a) to (f) under ''basis for qualified opinion'' under Independent Auditors Report are similar to that of the qualifications under Standalone Financial Statements and have been explained in detail in the foregoing paragraphs under ''Standalone Financial Statements''.
The Board is of the opinion that the details provided in the foregoing paragraphs are self-explanatory and do not call for further information.
SECRETARIAL AUDITORS AND THE SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204(1) of the Companies Act, 2013 read with the SEBI Listing Regulations, the Secretarial Audit Report, the Secretarial Compliance Report and the Non-Disqualification Certificate of Directors issued by the Secretarial Auditors, Messrs. T. Chatterjee & Associates, Practicing Company Secretaries (FRN: P2007WB067100) for the financial year 2022-23 are annexed as Annexure III and forms part of this Report. Observations and qualifications of the Secretarial Auditor have been disclosed in their Reports.
The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. T. Chatterjee and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24. The Company has received consent from the Secretarial Auditors relating to the said re-appointment.
COST AUDITORS AND THE COST AUDIT REPORT
The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018) have submitted the Cost Audit Report within the time limit prescribed under the Companies Act, 2013 and the Rules made thereunder.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. D. Radhakrishnan & Co., Cost Accountants, to conduct the cost audit relating to products manufactured by the Company falling under the applicable Tariff heading, for the financial year 2023-24 at a remuneration of '' 120,000/- (Rupees One Lakh Twenty Thousand only) per annum, subject to ratification by the Shareholders at the 48th Annual General Meeting. A resolution seeking ratification of the remuneration payable to Cost Auditors form part of the Notice convening the 48th Annual General Meeting. The Company has received consent from Messrs. D. Radhakrishnan & Co. for their re-appointment.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in the prescribed format is attached as Annexure VI and forms a part of this Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
There were no significant material orders passed by the regulators/courts/tribunals which is likely to impact the going concern status of the Company and its future operations. However, Shareholders'' attention are drawn to the notes on accounts to the financial statements including contingent liabilities and commitments.
Due to subdued business performance during the year, recruitment was absolute minimum and only for critical positions. However, technical trainings were imparted to customers through digital and online modules. The Company also carried out troubleshooting for maximizing machine life, optimizing productivity and ensuring maximum return on customers'' investment.
As on 31st March 2023, the employee strength of your Company stood at 653.
The particulars of employees as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are attached as Annexure VII and forms part of this Report.
However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on employees'' particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and are available for inspection by the Shareholders at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing 48th Annual General Meeting. Any Shareholder interested in obtaining a copy of the said information may write to the Company at its Registered Office.
CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide a safe and secure environment to its women employees across its functions and has in place a Policy on "Prevention, Prohibition & Redressal of Sexual Harassment at Workplaceâ and also an Internal Complaints Committee (ICC) as envisaged under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
During the year under review, no complaints relating to sexual harassment were reported either with the ICC or with the Company.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year 31st March 2023 is uploaded on the website of the Company and can be accessed at https://www.tilindia.in/investor-relations/annual-return/.
COMPLIANCE WITH CODE OF CONDUCT
All Directors and senior management personnel have affirmed compliance with the code of conduct of the Company. A declaration to that effect signed by the Chairman and Managing Director as stipulated under Regulation 34(3) read with Part D of Schedule V to the SEBI Listing Regulations, for the year ended 31st March 2023 is attached as Annexure VIII and forms a part of this Report.
ANNEXURES FORMING PART OF THIS REPORT
The following Annexures referred to in this Report and other information which are required to be disclosed are attached herewith and forms part of this Report:
|
ANNEXURE |
PARTICULARS |
|
I |
Report on Corporate Governance |
|
II |
Auditor''s Certificate on Corporate Governance |
|
III |
Secretarial Audit Report, Secretarial Compliance Report and Certificate of Non-Disqualification of Directors |
|
IV |
Annual Report on Corporate Social Responsibility (CSR) activities |
|
V |
Management Discussion and Analysis Report |
|
VI |
Prescribed Particulars on Conservation of Energy, Foreign Exchange earnings and outgo, etc. |
|
VII |
Particulars of Employees Managing Director''s Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI |
|
VIII |
(Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to compliance with the Code of Conduct. |
Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, bankers, regulators, investors and all other stakeholders for their sincere co-operation, support and dedicated services towards the performance of the Company. Your Directors also thank the Government of India, State Governments and the concerned Government Departments for extending their support and co-operation.
Mar 31, 2018
DIRECTORS'' REPORT
The Directors have pleasure in presenting the Annual Report and the Audited Accounts for the year ended 31st March 2018 as under:
FINANCIAL RESULTS ( Rs,Cars. )
|
For the year ended |
|||
|
31.03.2018 |
31.03.2017 |
||
|
Revenue from Operations |
395.57 |
332.89 |
|
|
Other Income |
4.54 |
11.18 |
|
|
Total Revenue |
400.11 |
344.07 |
|
|
Profit before Depreciation, Interest & Tax (PBDIT) |
49.49 |
36.50 |
|
|
Depreciation & Amortization |
11.64 |
10.80 |
|
|
Interest |
17.77 |
21.12 |
|
|
Profit Before Exceptional Items and Tax |
20.08 |
4.58 |
|
|
Exceptional items |
- |
130.78 |
|
|
Profit Before Tax |
20.08 |
135.36 |
|
|
Tax Provision |
2.92 |
15.71 |
|
|
Profit After Tax |
17.16 |
119.65 |
|
|
Other Comprehensive Income for the year |
(1.30) |
(0.52) |
|
|
Total Comprehensive Income for the year |
15.86 |
119.13 |
|
PERFORMANCE
The Company has implemented In AS with effect from 1st April 2017 with a transition date of 1st April 2016. Consequently, results for the financial year ended on 31st March 2018 have been prepared in accordance with In AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles Generally Accepted in India. The previous years'' figures have been restated as per In AS to make them comparable to current year''s figures.
The consolidated turnover of your Company''s Group including income from operations (gross) and other income during the year ended 31st March 2018 stood at Rs, 354.71 Cars. compared to Rs, 346.56 Cars. in the previous year. Profit before tax for the Group during the year under review was Rs, 11.32 Cars. compared to a profit before tax of Rs, 40.44 Cars. in the previous year.
On a standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review stood at Rs, 400.11 Cars. vies-a-vies Rs, 344.07 Cars. in the previous year. The Company has made a profit of Rs, 15.86 Cars. during the year ended 31st March 2018 against a profit of Rs, 119.13 Cars. (including exceptional items) in the previous year.
FOREIGN SUBSIDIARY COMPANY
During the year under review, the wholly owned foreign subsidiary of the Company, viz. TIL Overseas Pet Ltd., Singapore, did not have any significant operation. Revenue of the foreign subsidiary during the year was Rs, 0.97 Cr. as compared to previous year''s revenue of Rs, 24.80 Cars. It registered a profit of Rs, 0.20 Cr. during the year under review compared to a profit of Rs, 2.74 Cars. in the previous year.
FINANCE
After adjusting profit and dividend amounting to Rs, 12.24 Cars. for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has increased from Rs, 269.17 Cars. to Rs, 281.41 Cars. and the shareholders'' fund (excluding revaluation reserves) increased from Rs, 279.20 Cars. to Rs, 291.44 Cars.
The particulars of the subsidiary company pursuant to Section 129 of the Companies Act, 2013 forms a part of this Annual Report.
DIVIDEND
The Board of Directors recommends a dividend of 35% out of the profits of the Company for the financial year 2017-18.
BOARD OF DIRECTORS
Mr. Avijit Mazumdar, Chairman Emeritus of your Company left for his heavenly abode on 6th February 2018. In remembrance of their warm association with him, the Directors express their profound appreciation for the exemplary contribution made by him in emerging the Company to its present form.
The Board of your Company consists of the following directors:
|
NAME OF DIRECTORS |
DESIGNATION |
DIN |
|
Mr. Sumit Mazumder |
Chairman and Managing Director |
00116654 |
|
Mr. R.L. Gaggar |
Non-Executive Independent Director |
00322904 |
|
Mr. G. Swarup |
Non-Executive Independent Director |
00374298 |
|
Dr. T. Mukherjee |
Non-Executive Independent Director |
00004777 |
|
Ms. Veena Hingarh |
Non-Executive Independent Director |
00885567 |
|
Mr. S.V Ramana Rao |
Nominee Director - Life Insurance Corporation of India |
07002758 |
|
Mr. Aloke Banerjee |
Director-Finance & Chief Financial Officer |
00609491 |
As per the Articles of Association of the Company, Mr. Aloke Banerjee retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
In terms of the disclosure received from the directors, none of them are disqualified from being appointed as directors under Section 164(2) of the Companies Act, 2013.
Formal Annual Evaluation of the Board
The Nomination and Remuneration Committee as well as the Board of Directors have reviewed the evaluation of performance of the Board as a whole, various Board Committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the Corporate Governance Report attached to this Report.
Board Meetings
The Board of Directors met five times during the financial year 2017-18, namely, on 13th May 2017, 26th August 2017, 2nd December 2017, 13th February 2018 and 30th March 2018 respectively
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company:
1. Mr. Sumit Mazumder, Chairman and Managing Director;
2. Mr. Aloke Banerjee, Director - Finance & Chief Financial Officer;
3. Mr. Sekhar Bhattacharjee, Company Secretary
During the year under review, there has been no change in the Key Managerial Personnel of the Company
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March 2018 are mentioned in the extract to the annual return in Form MGT-9 which is attached as Annexure-VIII and forms an integral part of this Directors'' Report.
FIXED DEPOSIT
During the year under review, the Company has not accepted any deposits from the public under Section 26 of the Companies Act, 2013. Deposit outstanding as on 31st March 2018 including unclaimed deposit was nil.
SHARE CAPITAL
The Company has neither issued any class of shares nor was there any buy-back of shares during the year under review. Further, the Company does not have any stock option scheme for its employees.
STATE OF COMPANY''S AFFAIRS
The state of affairs of the Company together with SWOT analysis has been given in the Management Discussion Analysis Section which forms a part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31st March 2018 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial control mechanisms with reference to financial statements. During the year, such controls were tested and no reportable material weakness either in design or in operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company, being in manufacturing business, does not have any policy to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate except for its subsidiary. The Company also did not make any investment in securities of any other body corporate.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Subject to any disclosure in the financial section thereof, the Company has not entered into any contract or arrangement with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013.
HUMAN RESOURCE
The total number of employees of the Company as on 31st March 2018 was 1,103.
During the year under review, your Company focused on its People strategy towards creating a high performing work culture. The cornerstone of your Company''s talent strategy was to redesign the organization to deliver on business imperatives and build a leadership pipeline of critical positions. A systematic HR process was deployed towards a succession planning exercise to identify high performers. A targeted approach was adopted for talent acquisition both for campus hires and lateral recruitments.
Your Company''s HR policies are dynamic and are realigned to ensure that they address changing workforce trends, best practices and legislative requirements, thereby helping to achieve your Company''s evolving objective.
The Company has also constituted an Internal Complaint Committee in May 2015 as envisaged under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressed) Act, 2013. During the financial year 2017-18, the committee held a meeting on 6th January 2018. No complaint has been received by the committee during the financial year under review,
CORPORATE GOVERNANCE
In accordance with Paragraph C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report is attached as Annexure I and forms a part of this Report. The Corporate Governance Certificate for the year ended on 31st March 2018 issued by Messrs. Deloitte Haskins & Sells (FRN : 302009E), Chartered Accountants, Kolkata, the Statutory Auditors of the Company, is also attached as Annexure II and forms a part of this Report.
AUDIT COMMITTEE
The Audit Committee as on 31st March 2018 comprises 4 (four) Non-Executive Independent Directors namely, Mr. G. Swarup (Chairperson), Mr. R.L. Gaggar, Dr. T. Mukherjee and Ms. Veena Hingarh (Members) and 1 (one) Nominee Director namely, Mr. S.V. Ramana Rao (Member).
The details of terms of reference of the committee, number and dates of meetings held during the year ended 31st March 2018 and attendance of the members are given separately in the attached Corporate Governance Report.
Vigil Mechanism
The Company has in place necessary vigil mechanism for directors and employees through a whistle blower policy to deal with unethical practice, fraud, etc. The said policy is available on the website of the Company at the following web-link:
https://www.tilindia.in/investor-relations/whistle-blower-policy
NOMINATION AND REMUNERATION COMMITTEE
The composition and the terms of reference of the Nomination and Remuneration Committee including the details of meetings held, attendance of members and remuneration paid to the directors during the year ended 31st March 2018, are given separately in the attached corporate governance report forming a part of this Report.
The Company''s remuneration policy is available on the Company''s website at the following web-link : http://www.tilindia.in/investor/appointment_remuneration_policy.php
CORPORATE SOCIAL RESPONSIBILITY
A Corporate Social Responsibility (CSR) Policy has already been adopted by the Company and the same is available on its website at the following web-link :
https://www.tilindia.in/investor-relations/csr-policy
The composition, the terms of reference of the CSR Committee and the particulars of meeting held and attendance of members during the year ended 31st March 2018 have been given separately in the attached corporate governance report.
Details of CSR activities carried out by the Company have been disclosed in the CSR Report annexed to this Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition, the terms of reference of the Stakeholders Relationship Committee and the particulars of meeting held and attendance of members during the year ended 31st March 2018 have been given separately in the attached Corporate Governance Report.
Share Transfer and Certificate Committee
The Board has delegated the powers of approving transfer / transmission, etc. of shares to the Share Transfer and Certificate Committee. The said Committee has met 13 (thirteen) times during the year ended 31st March 2018 for approving the transfer / transmission, etc. of shares lodged with the Company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2) read with Paragraph B of Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached as Annexure V and forms an integral part of this Report.
STATUTORY AUDITORS
The Statutory Auditors of the Company, Messrs. Deloitte Haskins & Sells (FRN : 302009E), Chartered Accountants, Kolkata, have been appointed by the shareholders at the 42nd Annual General Meeting of the Company to hold office till the conclusion of the 46th Annual General Meeting. The Auditors have confirmed their eligibility to continue their office for the financial year 2018-19.
STATUTORY AUDITORS'' REPORT
The Auditors'' Report does not contain any qualifications. The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and, therefore, does not call for any further comment under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
The Secretarial Audit Report submitted by the Secretarial Auditors, namely, Messrs. T. Chattered and Associates, Practicing Company Secretaries (PCS registration no. 6935) for the financial year 2017-18 is annexed as Annexure III and forms a part of this Report. There are no qualifications or observations or adverse remarks in the Secretarial Audit Report.
As per Section 204 of the Companies Act, 2013, the Board of Directors of the Company, on recommendation of the Audit Committee, have re-appointed Messrs. T. Chattered and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2018-19. The Company has received consent from Messrs. T. Chatterjee and Associates, Practicing Company Secretaries, for the said re-appointment.
COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. D.Radhakrishnan & Co., Cost Accountants,
11, Dover Lane, Kolkata (FRN: 00018) as the Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company falling under the applicable Tariff heading, for the financial year 2018-19 at a remuneration of '' 1,10,000/- (Rupees One Lakh Ten Thousand only) per annum, subject to ratification by the shareholders at the ensuing Annual General Meeting. The Company has received consent from Messrs. D.Radhakrishnan & Co. for their re-appointment.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VI and forms a part of this Report.
PARTICULARS OF EMPLOYEES
The prescribed particulars of Employees as required under Section 134(3)(q) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forms a part of this Report. However, as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to all shareholders of the Company excluding the Statement of Particulars of Employees. Any shareholder interested in obtaining a copy of the said Statement may write to the Company at its Registered Office.
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return in Form No. MGT-9 is attached as Annexure VIII and forms a part of this report.
CODE OF CONDUCT
The Managing Director''s Certificate under Regulation 34(3) read with Part D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to compliance with the Code of Conduct for the year ended 31st March 2018 is attached as Annexure IX and forms a part of this Report.
COMPLIANCE
Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Companies Act, 2013 read with the Rules there under and the Secretarial Standards issued by the Institute of Company Secretaries of India.
ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS
The following Annexure referred to in this Report and other information which are required to be disclosed are attached and forms an integral part of this Report:
|
ANNEXURE |
PARTICULARS |
|
I |
Report on Corporate Governance |
|
II |
Auditor''s Certificate on Corporate Governance |
|
III |
Secretarial Audit Report |
|
IV |
Corporate Social Responsibility Report |
|
V |
Management Discussion and Analysis Report |
|
VI |
Prescribed Particulars on Conservation of Energy, Foreign Exchange Earnings and Outgo, etc. |
|
VII |
Particulars of Employees |
|
VIII |
Extract of Annual Return |
|
IX |
Managing Director''s Certificate under Regulation 34(3) read with Paragraph D of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
ACKNOWLEDGEMENT
Your Board of Directors takes this opportunity to thank all the stakeholders - the Government, shareholders, customers, vendors, bankers and all other associates for their unstinted support and co-operation. Your Directors also wish to place on record their deep appreciation for the dedication and commitment of all employees of the Company,
For and on behalf of the Board of Directors
Kolkata Sumit Mazumder
18th May 2018 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report and the
Audited Accounts for the year ended 31st March, 2012 as under:-
(Rs./Crores)
For the year ended For the year ended
31.03.2012 31.03.2011
Profit for the year
after meeting all
expenses but before
charging Depreciation
and Finance 67.09 48.77
Cost
Less: Finance Cost 4.74 2.60
Depreciation 4.87 4.16
PROFIT BEFORE TAX 57.48 42.01
Tax Provision
a) Current Tax 1.16 14.20
b) Deferred Tax (Credit)/Charge 3.34 (3.39)
Profit After Tax 52.98 31.20
Balance Net Profit available
for appropriation 52.98 31.20
Appropriations
General Reserve 5.30 3.12
Proposed Dividend:
Equity Shares 3.01 6.02
Tax on Dividend 0.49 0.98
Balance Carried Forward 44.18 21.08
During the year under review, the consolidated turnover of your
Company's Group including income from operations and other income stood
at Rs 1414.44 Crores compared to 11402.8 Crores in the previous year.
The profit before tax for the Group was Rs 23.94 Crores compared to Rs
90.06 Crores in the previous year.
On standalone basis, turnover including income from operations and
other income for the year under review stood at Rs 304.43 Crores
vis-a-vis Rs 237.33 Crores in the previous year. The profit before tax
stood at Rs 57.48 Crores vis-a-vis 142.01 Crores in the previous year.
Tractors India Private Ltd.
Tractors India Private Ltd., the Wholly Owned Subsidiary Company in
India, achieved a turnover including income from operations and other
income of Rs 1039.95 Crores compared to Rs 911 Crores in the previous
year. The profit before tax stood at Rs 4.18 Crores compared to Rs 33.80
Crores in the previous year.
Myanmar Tractors Ltd.
Myanmar Tractors Ltd., the Wholly Owned Subsidiary Company in the Union
of Myanmar, achieved a turnover including income from operations and
other income of Rs 37.47 Crores compared to Rs 35.19 Crores in the
previous year and a profit before tax of Rs 4.12 Crores compared to Rs
3.93 Crores in the previous year.
With effect from 1st July, 2011, Myanmar Tractors Ltd. has ceased to be
a dealer of Caterpillar in Myanmar.
TIL Overseas Pie. Ltd.
TIL Overseas Pte. Ltd., the Wholly Owned Subsidiary Company in
Singapore, achieved a turnover including income from operations and
other income of Rs 83.70 Crores compared to Rs 237.46 Crores in the
previous year and achieved a profit before tax of Rs 0.75 Crore compared
to Rs 10.18 Crores in the previous year. This activity is totally for
and on behalf of Myanmar Tractors Limited.
Tractors Nepal Pvt Ltd.
Tractors Nepal Pvt. Ltd., the Wholly Owned Subsidiary Company, in
Nepal, achieved a turnover including income from operations and other
income of Rs 3.08 Crores compared to previous year of Rs1.76 Crores and
earned a profit before tax of Rs 0.68 Crore compared to X 0.32 Crore in
the previous year.
After providing Rs 4.50 Crores as Provision for Taxation, Rs 3.50 Crores
(including Dividend Tax of Rs0.49 Crore) distributed as Equity Dividend,
Rs 49.48 Crores has been carried forward to Balance Sheet. Reserves &
Surplus (excluding Revaluation Receives) of the Company increased from
Rs 205.42 Crores to Rs 254.90 Crores and the Shareholders' Funds
(excluding Revaluation Reserves) increased from Rs 215.45 Crores to X
264.93 Crores.
The Reports and Accounts of Subsidiary Companies are annexed to
this Report along with the statement pursuant to Section 212 of the
Companies Act, 1956.
The Board has recommended a Dividend @ Rs3/- on each Equity Share (Face
Value of Rs 10/- each) for the year under review.
Your Directors have pleasure in informing that the first phase of the
manufacturing facility at Changual Industrial Park, Paschim Midnapore,
West Bengal, has been set up and production start up has commenced.
This facility has been established on approximately 37 acres of land.
Your Company has also acquired 104 acres of land on long-term lease
from WBIDC Ltd. at Vidyasagar Industrial Park, Paschim Midnapore, West
Bengal for setting up of the second and third phase of the
manufacturing facility for MHS business.
The Company has not accepted any deposits from the public during the
year as defined under Section 58A of the Companies Act, 1956. Deposit
outstanding as on 31st March, 2012 including unclaimed deposit was nil.
The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure forming part
of this Report.
The total number of employees of the Company as on 31st March, 2012 was
844.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Directors' Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and Accounts are being sent to all
Shareholders of the Company excluding the Statement of Particulars of
Employees under Section 217(2A) of the Convenes Act, 1956. Any
Shareholder of the company excluding the statement of particulars of
Employees under section 217 (2A) of the companies Act,1958 Any
Shareholder interested in obtaining a copy of the said statement may to
the company secretary at the Registered office of the company and the
same will be sent by post.
9. SUBSIDIARY COMPANIES
Your Company has four subsidiary companies viz. Tractors India Private
Limited (T1PL), Myanmar Tractors Limited (MTL), TIL Overseas Pte. Ltd.
(TILO) and Tractors Nepal Private limited (TNPL) respectively.
The Ministry of Corporate Affairs, Government of India vide its General
Secular No/2011 data! 8th February, 2011 has directed that provisions
of Sector 212 of the Companies Act, 1956 shall not apply m relation to
the subsidence's or those companies with Tirol the conditions
contemplated in the aforesaid circular. Accordingly, the Board of
Directors of the Company has recommended to attach financials of TIPL
as it has substantial business operations. For other suffusions, your
company nitrates line confounds commentate m me aforesaid circular.
Therefore, the Annual Report and other particulars of the other three
subsidiaries viz. MTL, T1L0 and TNPL respectively are not attached with
this Annual Report However, a statement of particulars of the said
subsidiary companies has been attached along with audited consolidated
financial statement.
The Company shall provide copy of the Annual Report and other documents
of its subsidiary companies, as required under section 212 of the
Companies Act, 1956, to the shareholders of the Company and at free of
cost The Annual Report containing the annual accounts of the subsidiary
companies are also kept open for inspection by any shareholder at the
Registered Office of the Company and also at the Registered Office of
the subsidy company The details accounts of the subsidiary companies
have been placed on the website of the Company. The consort feted
financial statement presented by the Company includes financed resets
of its subsidiary companies.
10. DIRECTORS
Mr. R. L Saggar and Mr. U. V. Rao retire by rotation and being eligible
offer teamsters for re-appointment The Board recommends their
re-appointment
11. CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement of the Stock Exchanges,
Corporate Governance Report and Auditors Certificate regarding
compliance of conditions of Corporate Governance Report are annexed
herewith forming part of this Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Clause 49 of the Listing Agreement of the Stock Exchanges,
Management Discussion and Analysis Report is annexed herewith forming
part of this Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursue to pensions of Section 217(2AA) of the Companies Act, 1956, the
Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) The Directors have selected such accounting policies and applied
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 or loss of the company for that period.
n) Proper and sufficient are has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
h) The annual accounts have been prepared on a going conceit basis.
14. CORPORATE SOCIAL RESPONSIBILITY
of People, Communities and Society at large thereby attaining overall
corporate growth and enhancing shareholder value. Activities undertaken
by your Company are aimed at making a difference to the lives of the
people and comities and fallow a Triple bottom line approach towards
achieving a balance in the economic environmental and social import of
the company's business to benefit all stakeholders.
As a socially responsible Corporate Chisel your Company has earned out
significant Community driven development initiatives in 2011-12 as
mentioned below:
-Providing secondary level education to the underprivileged children
h SEB area where TIPL runs I4ARC. Through the Scholarship Schemes of
TIL Welfare Trust, ton meritorious students are supported by monthly
scholarships to ensure that they complete at least their basic
education the tenth standard. Over 60 students of economically
sections of the society have so far benefited from this endeavor of
your
- Partnerships wife SOS Wage, Kolkata by extending support to the
lesser-fortunate been of our society. This is an ongoing initiative
for last four years.
- Providing free metrical consultation and medicines to economically
challenged elderly of our society in partnership with help age through
mobile medical units. Currently two are operational in Kolkata.
- Partnering with NGOs like Is war Sank alp by supporting their
Project "Sarbari which offers night shelter cum rehabilitation to
abandoned and shelter-less women helping the cause and making them
self sufficient.
- Observing TIL Caring Day by voluntarily reaching out to
underprivileged sections of the society every year on the occasion of
TIL Foundation Day, through matching contribution scheme. This year
your Company extended support to the orphan and street children by
partnering with NGOs like Hope Foundation, CINI aid Govind Home.
Educational items, books and special meals were sponsored and
approximately 225 children benefitted from this year's initiatives.
- Partnering with Help Age India and Sushrut Eye Foundation in
carrying out cataract surgery to under-privileged senior citizens by
organizing free cataract operations. Under this initiative 8 eye
screening camps and approximately 85 cataract operations have been
undertaken in Koikata.
15. ENVIRONMENT
Concern for environment has always been a prime focus at TIL, and
Company relentlessly pursues activities signifying efforts towards
protecting and sustaining the environment
Besides using products and services such as contamination control and
rebuild initiatives that reduce negative impacts on environment, every
year during the world environment day, your Company undertakes
initiatives that mark its effort to make the world a greener place to
live in.
The activities range from sapling and tree plantation at various
project sites, 'own a sapling' program, as well as organizing Sit &
Draw contests amongst employees' children to create better awareness.
CSR and Sustainable Development will continue to remain a priority at
TIL through which your Company will constantly strive to touch lives
and make a difference.
16. APPOINTMENT OF COST AUDITORS
Pursuant to Order bearing F No. 52/26/CAB-2010 dated 2nd May, 2012
issued by the Ministry of Corporate Affairs, Cost Audit Branch, your
Company is now mandatory required to appoint a Cost Auditor to conduct
audit of the Cost records of the Company as stipulated under Section
233B of the Companies Act, 1956.
Accordingly, the Board of Directors has appointed Messrs. D.
Radhakrishnan & Co., Cost Accountants, 11 A, Dover Lane, Koikata - 700
029 as Cost Auditors of the Company for the Financial Year 2012-13. The
said firm has confirmed that they are qualified for appointment as Cost
Auditors and their appointment is within the limits specified under
Section 224(1B) of the Companies Act, 1956.
17. AUDITORS
Messrs. Deloitte Haskins & SeHs (FRN: 302009E), Chartered Accountants,
Koikata, the Statutory Auditors of the Company, hold office t#
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for appointment
18. AUDITORS REPORT
The Auditors Report does not contain any qualifications. The notes to
the Accounts referred to in the Auditors" Report are self-explanatory
and, therefore, does not call for any further comment under Section
217(3) of the Companies Act, 1956.
19. ACKNOWLEDGEMENTS
Your Directors wish to thank its Customers, Principals, Shareholders,
Banks, Financial Institutions and Government Authorities for their co-
operation and support to the Company. Though the year under review was
very challenging and difficult, your Directors sincerely thank its
employees tor their continued good efforts.
For and on behalf of the Board of Directors
Place: Kolkata A.Mazumdar
Date : 14th May, 2012. Chairman
Mar 31, 2011
The Directors have pleasure in presenting the Annual Report and
Accounts for the year ended 31st March, 2011.
(Rs./Crores)
For the year
ended For the year
ended
31.03.2011 31.03.2010
FINANCIAL RESULTS
Profit for the year after meeting
all expenses but before charging
Depreciation and Interest. 48.56 108.38
Less: Interest 2.39 16.00
Depreciation 4.16 16.89
Profit Before Tax 42.01 75.49
Tax Provision
a) Current Tax 14.20 25.75
b) Deferred Tax (Credit)/Charge (3.39) 2.87
Profit After Tax 31.20 46.87
Balance Net Profit available for
appropriation 31.20 46.87
Appropriations
General Reserve 3.12 4.69
Proposed Dividend:
Equity Shares 6.02 6.02
Tax on Dividend 1.00 1.00
Balance Carried Forward 21.06 35.16
2. RESTRUCTURING OF BUSINESS
With effect from 1st April, 2010 (Ãthe Appointed Date), the dealership
business of Caterpillar comprising Construction and Mining Solutions
and Power Systems Solutions carried out by the Company has been
de-merged as a going concern and vested in the wholly owned subsidiary
of the Company viz., Tractors India Private Limited (ÃTIPL) pursuant
to the provisions of Sections 391 to 394 of the Companies Act, 1956
under a Scheme of Arrangement (Ãthe Scheme) sanctioned by the Honble
High Court at Calcutta vide Order dated 12th July, 2010. In accordance
with the Scheme, TIPL has issued 44,89,430 Equity Shares of Rs. 10/- each
at a premium of Rs. 203.48 on every share aggregating to Rs. 95,83,96,000/-
(Rupees Ninety Five Crores Eighty Three Lacs Ninety Six Thousands only)
to the Company as the Purchase Consideration.
In view of the above, the financial figures of the Company for the year
under review vis-ÃÂ -vis previous year are not comparable as the previous
years figure includes the Caterpillar business which has been
de-merged from the Company and vested with TIPL with effect from
(w.e.f.) 1st April, 2010.
3. PERFORMANCE
On a consolidated basis, your Companys Group turnover including Income
from Operations and Other Income stood at Rs. 1402.81 Crores compared to
Rs. 1079.89 Crores in the previous year and profit before tax is Rs. 90.06
Crores compared to Rs. 91.36 Crores in the previous year.
On standalone basis, Turnover including income from operations and
Other Income for the year under review stood at Rs. 237.33 Crores vis-ÃÂ -
vis Rs. 887.94 Crores in the previous year. The profit before tax stood
at Rs. 42.01 Crores vis-ÃÂ -vis Rs. 75.49 Crores in the previous year.
Tractors India Private Ltd.
The newly formed Wholly Owned Subsidiary Company, Tractors India Pvt.
Ltd., in India, achieved a turnover including income from operations
and Other Income of Rs. 911.10 Crores and earned a profit before tax of Rs.
33.80 Crores.
Myanmar Tractors Ltd.
The Wholly Owned Subsidiary Company, Myanmar Tractors Ltd., in the
Union of Myanmar, achieved a turnover including income from operations
and Other Income of Rs. 35.19 Crores compared to Rs. 53.06 Crores in the
previous year and a profit before tax of Rs. 3.93 Crores compared to Rs.
3.79 Crores in the previous year.
TIL Overseas Pte. Ltd.
The Wholly Owned Subsidiary Company, TIL Overseas Pte. Ltd., in
Singapore, achieved a turnover including income from operations and
Other Income of Rs. 237.61 Crores compared to Rs. 160.58 Crores in
the previous year and achieved a profit before tax of Rs. 10.18 Crores
compared to Rs. 10.92 Crores in the previous year. This activity is
totally for and on behalf of Myanmar Tractors Limited.
Tractors Nepal Pvt. Ltd.
The Wholly Owned Subsidiary Company, Tractors Nepal Pvt. Ltd., in
Nepal, achieved a turnover including income from operations and Other
Income of Rs. 1.76 Crores compared to previous year of Rs. 2.51 Crores and
earned a profit before tax of Rs. 0.32 Crores compared to Rs. 1.37 Crores
in the previous year.
4. FINANCE
After providing Rs. 10.81 Crores as Provision for Taxation, Rs. 7.02 Crores
(including Dividend Tax of Rs. 1 Crore) distributed as Equity Dividend, Rs.
21.06 Crores has been carried forward to Balance Sheet. The Reserve &
Surplus (excluding Revaluation Reserves) of the Company increased from
Rs. 181.22 Crores to Rs. 205.42 Crores and the Shareholders Fund
(excluding Revaluation Reserves) increased from Rs. 191.25 Crores to Rs.
215.45 Crores.
The Reports and Accounts of Subsidiary Companies are annexed to this
Report alongwith the statement pursuant to Section 212 of the Companies
Act, 1956.
5. DIVIDEND
The Board has recommended a Dividend @ Rs. 6/- on each Equity Share (Face
Value of Rs. 10/- each) for the year under review.
6. NEW BUSINESS-EQUIPMENT & PROJECT SOLUTIONS (EPS) Your Company has
already procured around 135 acres of land at Changual Industrial Park,
Paschim Midnapore, West Bengal wherein construction and other work for
setting up of the first phase of the manufacturing facility have
already commenced. Production/ manufacturing at the said phase is
expected to commence in July, 2011.
Your Company is also in the process of acquiring around 104 acres of
land on long-term lease from WBIDC Ltd. at Vidyasagar Industrial Park,
Paschim Midnapore, West Bengal. The second and third phase of the
manufacturing facility for EPS business is proposed to be set up
therein.
7. FIXED DEPOSIT
The Company has not accepted any deposits from the public during the
year. Deposit outstanding as on 31st March, 2011 including unclaimed
deposit was nil.
8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure forming part
of this Report.
9. PARTICULARS OF EMPLOYEES
The total number of employees of the Company as on 31st March, 2011 was
711.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Directors Report. However,
as per the provisions of Section 219(1)(b)(iv) of the Companies Act,
1956, the Report and Accounts are being sent to all Shareholders of the
Company excluding the Statement of Particulars of Employees under
Section 217(2A) of the Companies Act, 1956. Any Shareholder interested
in obtaining a copy of the said Statement may write to the Company
Secretary at the Registered Office of the Company, and the same will be
sent by post.
10. SUBSIDIARY COMPANIES
The statement required under Section 212 of the Companies Act, 1956 in
respect of Subsidiary Companies is appended herewith.
11. DIRECTORS
Mr. A. Mazumdar and Dr. T. Mukherjee retire by rotation and being
eligible offer themselves for re-appointment. The Board recommends
their re-appointment.
12. CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditors Certificate
regarding compliance of conditions of Corporate Governance Report are
annexed herewith forming part of this Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is annexed
herewith forming part of this Report.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
15. CORPORATE SOCIAL RESPONSIBILITY
Good Corporate Citizenship and Corporate Social Responsibility are
integral parts of Corporate Vision of your Company. It has always been
the Companys endeavor to take an active role in minimizing harm to the
natural resources we all share.
Your Company has a well managed Corporate Social Responsibility policy
and is strongly committed towards fostering sustainable development of
People, Communities and Society at large thereby attaining overall
corporate growth and enhancing Shareholder Value.
As a Socially Responsible Corporate Citizen, your Company has carried
out significant Community driven development initiatives in 2010-11
with several ongoing projects as mentioned below:
- Providing secondary level education to the underprivileged children
through the Scholarship Schemes of TIL Welfare Trust.
- Vocational trainings for Youth in the project sites.
- Relief for the affected areas due to natural calamities.
- Partnerships with community organizations like SOS Village, Kolkata
and Iswar Sankalp for extending support to the lesser-fortunate women
and children of society through charitable contributions.
- Observing TIL Caring Day. Every year through a matching contribution
scheme, your Company reaches out to the lesser- privileged sections of
the society.
- Celebrating special occasions and festivals like Christmas with the
deprived street children of our society.
- Providing medical facilities to underprivileged senior citizens of
our society in partnership with Help Age through their Mobile Medical
Units.
Your Company is committed to continue to work towards good corporate
citizenship with the existing activities as well as new initiatives in
future.
16. ENVIRONMENT
As an environmentally conscious corporate citizen, your Company has
always been pursuing initiatives to respect, preserve and protect
environment. For instance, Contamination Control and Effluent Treatment
Plant in Component Rebuild Center at Asansol has had a reducing
negative impact on environment. Besides, every year on the World
Environment Day, your Company undertakes various initiatives to
contribute to the environment ranging from:
- Sapling and tree plantation at different project sites, offices and
surrounding communities.
- Celebrating World Environment Day with a view to create awareness on
Environmental Concerns among children through various programs.
- Participating in partnership with a renowned NGO in the clean up
drive of the polluted Rabindra Sarobar area by deployment of a CAT 424B
Backhoe Loader to promote a garbage free cleaner City.
Your Company shall continue to follow a focused approach towards
maintaining a sustainable development through its continuous endeavors
of making the environment and the surrounding communities a better
place for our future generations.
17. AUDITORS
Messrs. Price Waterhouse, Chartered Accountants, the retiring Auditors
of the Company, have informed that they do not wish to seek
re-appointment at the ensuing Annual General Meeting.
In view of the above, the Board hereby recommends the appointment of
Messrs. Deloitte Haskins & Sells, Chartered Accountants, Kolkata as
Statutory Auditors of the Company to hold office from the conclusion of
the ensuing Annual General Meeting until the conclusion of next Annual
General Meeting.
Pursuant to the provisions of Section 224 and other applicable
provisions of the Companies Act, 1956, the aforesaid appointment is
subject to the approval of the shareholders of the Company at the
ensuing Annual General Meeting.
18. AUDITORS REPORT
The notes to the Accounts referred to in the Auditors Report are self-
explanatory and, therefore, do not call for any further comment under
Section 217(3) of the Companies Act, 1956.
19. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank all its valued
Customers, Principals, Shareholders, Banks, Financial Institutions,
Government Authorities and Stock Exchanges for their continued
co-operation and support to the Company. The Board also takes this
opportunity to express its sincere appreciation for the excellent
support and dedicated efforts put in by the employees for continued
good performance.
For and behalf of Board of Directors
Place : Kolkata A. Mazumdar
Date : 17th May, 2011. Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report and
Accounts for the year ended 31st March, 2010.
1. FINANCIAL RESULTS
(Rs./Crores)
For the For the
year ended year ended
31.03.2010 31.03.2009
Profit for the year after
meeting all expenses but
before charging
Depreciation and Interest. 108.38 85.28
Less: Interest 16.00 20.39
Depreciation 16.89 14.32
Profit Before Tax 75.49 50.57
Tax Provision
a) CurrentTax 25.75 17.65
b) Deferred Tax (Credit)/Charge 2.87 (0.25)
c) Fringe Benefit Tax - 0.90
Profit AfterTax 46.87 32.27
Balance Net Profit available for
appropriation 46.87 32.27
Appropriations
General Reserve 4.69 3.23
Proposed Dividend:
Equity Shares 6.02 4.01
Tax on Dividend 1.00 0.68
Balance Carried
Forward 35.16 24.35
2. PERFORMANCE
Turnover including income from operations and Other Income achieved for
the year under review was Rs, 887.94 Crores which was increased from
Rs. 875.79 Crores over the previous year. The profit before tax
improved to Rs. 75.49 Crores from Rs.-50.57 Crores in the previous
year, registering an increase of 49%.
MYANMAR TRACTORS LTD,
The Wholly Owned Subsidiary Company, Myanmar Tractors Ltd., in the
Union of Myanmar, achieved a turnover including income from operations
and Other Income of Rs. 53.06 Crores compared to Rs. 41.78 Crores in
the previous year and a profit before tax of Rs. 3.79 Crores compared
to Rs. 2.44 Crores in the previous year.
TIL OVERSEAS PTE. LTD.
The Wholly Owned Subsidiary Company, TIL Overseas Pte. Ltd., in
Singapore, achieved a turnover including income from operations and
Other Income of Rs. 160.58 Crores compared to Rs. 170.49 Crores in the
previous year and achieved a profit before tax of Rs. 10.92 Crores
compared to Rs. 8.70 Crores in the previous year. This activity is
totally for and on behalf of Myanmar Tractors Limited.
The Wholly Owned Subsidiary Company, Tractors Nepal Pvt. Ltd., in
Nepal, achieved a turnover including income from operations and Other
Income of Rs. 2.51 Crores compared to previous year of Rs. 1.97 Crores
and earned a profit before tax of Rs. 1.37 Crores compared to Rs. 1.21
Crore in the previous year.
TRACTORS INDIA PVT ITN
The newly formed Wholly Owned Subsidiary Company, Tractors India Pvt.
Ltd., in India, did not have any operations during the year under
review.
CONSOLIDATED PERFORMANCE
On a consolidated basis, your Companys Group turnover including income
from operations and Other Income stood at Rs. 1079.89 Crores compared
to Rs. 1073.53 Crores in the previous year and profit before tax is Rs.
91.36 Crores compared to Rs. 65.30 Crores in the previous year,
registering an increase of 40%.
3. FINANCE
After providing Rs. 28.62 Crores as Provision for Taxation, Rs. 7.02
Crores (including Dividend Tax of Rs. 1.00 Crore) distributed as Equity
Dividend. Rs. 35.16 Crores has been carried forward to Balance Sheet.
The Reserve & Surplus (excluding Revaluation Reserves) of the Company
increased from Rs. 132.59 Crores to Rs. 181.22 Crores and the
Shareholders Fund (excluding Revaluation Reserves) increased from Rs.
151.41 Crores to Rs. 191.25 Crores.
The Reports and Accounts of Subsidiary Companies are annexed to this
Report along with the statement pursuant to Section 212 of the
Companies Act, 1956.
4. DIVIDEND
The Board has recommended a Dividend @ Rs. 6 /- on each Equity Share
(Face Value of Rs. 10/- each) for the year under review.
5 FIXFN DEPOSIT
The Company has not accepted any deposits from the public during the
year. Deposit outstanding as on 31st March, 2010 including unclaimed
deposit was nil.
6. RESTRUCTURING
The Board, Shareholders and other concerned authorities had approved
the proposal for transferring Companys Caterpillar Business in favour
of Tractors India Private Limited, a wholly owned subsidiary company.
The proposal is pending for approval before the Honble Calcutta High
Court.
7. PREFERENTIAL ISSUE OF WARRANTS
During the year under review, no option for conversion of warrants into
Equity shares issued to Promoters and ENAM Group had been exercised by
them. The time frame for conversion of the warrants lapsed in terms of
relevant rules governing such issue. The unsubscribed warrants stand
forfeited.
8. IN EOREIGN FXCHANGE FARNINGS AND OUTGO
The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is given in the Annexure forming part
of this Report.
9. PARTICULARS OF EMPLOYEES
The Statement pursuant to Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended
is given in the Annexure forming part of the Report.
In terms of Section 219(1) (b) (iv) of the Act, the Report and Accounts
are being sent to the shareholders excluding the aforesaid Annexure.
Any shareholder interested in obtaining copy of the same may write to
the Company Secretary at the Registered Office of the Company.
The statement required u/s.212 of the Companies Act, 1956 in respect of
Subsidiary Companies is appended herewith.
11.
The Board of Directors at its meeting held on 30th March, 2010 accepted
the proposal of Mr. S. Mazumder, Vice Chairman and Managing Director of
the Company expressing his intention of not drawing remuneration from
the company w.e.f. 1 st April, 2010 in view of his appointment as
Chairman and Managing Director of Tractors India Private Limited, a
wholly owned subsidiary Company of TIL Limited w.e.f. 1 st April, 2010.
The Board of Directors further noted that Mr. S. Mazumder would
continue to act as Vice Chairman and Managing Director of the Company.
The Board of Directors at its meeting held on 30th March, 2010
appointed Mr. S. K. Bhatnagar as a Wholetime Director of the Company
w.e.f. 1 st April, 2010. The details of the terms of appointment are
given in the Notice convening the Annual General Meeting. The Board
recommends Mr. Bhatnagars appointment.
Mr. U. V. Rao and Mr. G. Swarup retire by rotation and being eligible
offer themselves for re-appointment. The Board recommends their
re-appointment.
12. CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement of the Stock Exchanges,
Corporate Governance Report and Auditors Certificate regarding
compliance of conditions of Corporate Governance Report are annexed
herewith forming part of this Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement of the Stock Exchanges,
Management Discussion and Analysis Report is annexed herewith forming
part of this Report.
14.
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
15. CORPORATE
Corporate Social Responsibility has always been an integral part of
your Companys Values and Vision. Your Company is strongly committed
towards sustainable development of People, Communities and Society at
large and follows the triple bottom line approach of balancing the
economic prosperity, social capital and environmental quality - aimed
at enhancing Shareholder Value.
As a Corporate Citizen your Company has made positive contributions
towards maintaining healthy and safe workplace- conducting safety
awareness trainings for its workforce. In areas of community
development your Company, on an ongoing basis has undertaken:
- Education - Scholarship Schemes for Children through TIL
Welfare Trust.
- Vocational trainings for Youth in the project sites.
- Flood and calamity relief for the disaster struck.
- Medical assistance through Mobile Medical Van in partnership
with Help Age India around the communities where your Company
operates, providing free health check- up, medicines to the
underprivileged people and senior citizens.
- Observing TIL Caring Day. Every year through a matching
Contributionscheme, your Company reaches out to the lesser
- privileged sections of the society.
- Initiating a Blood Donation Camp in association with Rotary
Club.
- Last year your Company also participated in the Kolkata Maidan
Clean Up Drive by voluntary deployment of a CAT 424 B Backhoe
Loader with an operator. Members from Cat Rental team also
joined in the drive to promote a garbage free cleaner City.
Your Company shall continue to work towards good corporate citizenship
with the existing activities as well as new initiatives in future.
16. ENVIRONMENT
As a good Corporate Citizen, your Company pursues activities and
services that signify its effort towards protecting and preserving our
environment. Services such as Contamination Control and Effluent
Treatment Plant in Component Rebuild Center at Asansol help in reducing
negative impact on environment.
Also every year on the World Environment Day, your Company undertakes
different initiatives to make the world a greener place to live in. The
activities range from:
- Sapling and tree plantation at various project sites, TIL offices and
surrounding communities to create awareness about global warming,
- Celebration of World Environment Day by creating awarness on
environmental concerns.
Focused on making the world a better and greener place, Your Company,
through its many initiatives will constantly strive to touch lives and
make a difference.
17. AUDITOR
Messrs. Price Waterhouse, Chartered Accountants, Statutory Auditors of
the Company, hold office till conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
18. AUDITORS REPORT
The notes to the Accounts referred to in the Auditors Report are
self-explanatory and, therefore, do not call for any further comment
under Section 217(3) of the Companies Act.
19. ACKNOWLEDGEMENTS
The Board wishes to record its appreciation for the continued
co-operation, support received from the valued Customers, Employees,
Principals, Shareholders, Suppliers, Banks and Financial Institutions
throughout the period under review.
For and on behalf of
the Board of Directors
A. Mazumdar
Chairman
Place: Kolkata
Date: 11th May, 2010
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