To,
The members of
Techno Electric & Engineering Company Limited
Your Directors take pleasure in presenting the 12th Annual Report, along with the
audited accounts of the Company, for the year ended 31st March, 2017.
FINANCIAL PERFORMANCE
Your Company has registered comparatively a better financial performance for the year
ended 31st March, 2017. Brief financial details of its EPC business and Power Generation
business are provided below:
' In Lakhs
Particulars |
Year ended 31st March, 2017 |
Year ended 31st March, 2016 |
Profit before finance cost and depreciation |
24385.26 |
18663.82 |
|
|
|
Less : Finance Cost |
1594.26 |
2081.09 |
Depreciation |
1305.26 |
1359.23 |
Profit before tax |
21485.74 |
15223.50 |
Provision for taxation |
6939.07 |
4509.53 |
Profit after taxation |
14546.67 |
10713.97 |
Other Comprehensive Income |
22.30 |
(37.23) |
Balance brought forward from previous year |
170.82 |
1078.06 |
|
14739.79 |
11754.80 |
Appropriations |
|
|
Interim dividend paid during the year |
- |
1712.74 |
Proposed final dividend paid during the year |
1141.82 |
867.05 |
Provision for tax on proposed dividend |
- |
4.19 |
Transfer to Debenture Redemption Reserve |
- |
1000.00 |
Transfer to general reserve |
10000.00 |
8000.00 |
Surplus carried to balance sheet and OCI |
3597.97 |
170.82 |
|
14739.79 |
11754.80 |
DIVIDEND
Your Directors have not recommended any dividend for the financial year ended 31st
March, 2017.
RESERVES
Your Directors have proposed to transfer '10,000 lakhs to General Reserve for the year
under review.
OPERATIONAL PERFORMANCE
EPC Business:
Your Company has registered better performance during the year under review and
achieved turnover of '120494.29 Lakhs and profit after tax at '14546.67 lakhs from EPC
Business. During the year, the Company had successfully participated in bidding process of
many projects on its own and partnership with others. The Order Book position was
remarkably increased during the year. Once again, timely completion of quality projects
have contributed towards the goodwill and performance of the Company and earned it the
trust of customers. Since the power sector in the Country is in the growth path, the
Company's future growth is also visible and sustainable.
During the year 2016-17 the following projects were completed successfully:.
1. Turnkey contract for substation package for- i) Extension of 765 kVAngul substation,
765 kVJharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission
system associated with East Coast and NCC power projects in Srikakulam area, Andhra
Pradesh - Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New)
sub-station and extension of 765 kVAngul sub-station under transmission system associated
with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-C (under
Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to
East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS)
Melakottaiyur sub-station under SRSS-XVIII (under Project ID278), v) Extension of Kota
sub-station under RAPP
7&8, Part A (under Project ID 295) for PGCIL.
2. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132
kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor
(Kurnool) from APTRANSCO.
3. Turnkey contract for construction of 400/220/66 kV Switchyard at 2x660 MW Kudgi TPS
in Bijapur district of Karnataka from NTPC.
4. Contract for supply, inland transportation, insurance, installation, testing,
commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd.
5. Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project
(Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong.
6. Turnkey contract for supply, erection, testing and commissioning of 400/220 kV
sub-station atAsupaka and extension of 400 kV & 220 kV power supply to Indira Sagar
Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission
Corporation of Andhra Pradesh Ltd.
7. Turnkey contract for construction of
(2x160+2x50) MVA, 220/132/33 kV Grid sub-station Samastipur (new) with 2 nos. 132 kV
bays extension at remote end with SAS under BRGF Phase-Ill of Bihar State
PowerTransmission Co. Ltd.
8. Design, manufacture, testing at manufacture's works and delivery of equipments
required for work of
construction of (2x160+3x50) MVA, 220/132/33 kV Grid sub-station,
Musahari (Muzaffarpur) complete with (SAS) under Special Plan/BRGF, Phase-Ill against
NIT No. -477/PR/BSPTCL/2013 on turnkey basis on Arm prices.
9. Turnkey contract for portion of work of
sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under
transmission system associated with Bus Reactor & ICT in WRTS.
10. Turnkey construction of (2x160+2x50)
MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension
at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV
Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at
Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF)
Phase-Ill -Part-ll.
11. Supply relating to Balance of Plant (BOP) and construction package for Coal Fired
Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp.
(P) Ltd. at Haldia, West Bengal.
The following projects are on-going and are in advance stage of completion and are
expected to be completed as per schedule:
1. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i)
400/220 kVTirunelveli GIS sub-station along with 2x125 MVAR, 400 kV Bus Reactor & 2 x
500 MVA, 400/220 kV 3 Phase Auto Transformer ii) extension of 400 kVTuticorin pooling
station.
2. Construction of 4 Nos. 400kV feeder bays for terminating 400kV PGCIL lines at
existing IEC:61850 compliant 400kV GSS Chittorgarh including supply, erection, testing
& commissioning of equipments / material and associated civil works of RRVPNL.
3. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) substation
and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy
Corridors-ISTS-Part-A in North Region.
4. Turnkey contract for substation package SS01 for 765/400kV Chittorgarh (New)
substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green
Energy Corridors-ISTS-Part-A in North Region.
5. Turnkey execution of distribution package for Village electrification works in
Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen
Vidyutikaran Yojana.
6. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer) and Augmentation work at
existing 400 / 220 kV GSS Akal ( Jaisalmer) on turnkey basis (ADB funded).
7. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer
and Reactor) (for Element-I) associated with transmission system for evacuation of Power
from LalitpurTPP, UPPTCL under consultancy services to PGCIL.
8. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor
and ICT in WR a) 400/220 kV Damoh substation extn. including 500 MVA, 400/220 kV ICT, b) 2
x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar
Sarovar 400 kV D/C line.
2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 &
8 a) extension of 400 kV Sujalpur substation with 2x50 MVAR Line Reactors.
9. On-Shore Supply, Service and Off-Shore contract for substation package for STATCOM
Installations at 400kV Solarpur, 400kV Satna & 400kV Aurangabad in Western Region.
10. Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing
all services of Switchyard Package for Tanda Thermal Power Project, Stage-ll (2x660 MW) of
NTPC Ltd.
11. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of
400kV Bachau S/s underTransmission system strengthening associated with Mundra UMPP
(Part-A) & (b) Extension
of 400kV & Construction of 220kV (New) Indore Substation [including 2x500 MVA,
400/220/33kV auto transformer] and (c) Extension of 400kV & 220kV Itarsi Substation
[including 1x500 MVA, 400/220/33kV auto transformer] under WRSS-XIVof PGCIL.
12. Contract for Supply and Service of
Substation Package-SS02 for (i) 765kV Vindhyachal Pooling Station Extension &
765kVJabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765kV Jabalpur
Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765kV
Solarpur Substation Extension & 400kV Parli (PG) Switching station extension under
WRSS-XV of PGCIL.
13. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04
under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of
PGCIL.
14. Contract for Supply and Service of
Substation Package-SS02 (AIS) for (i) Extension of400kVTuticorin substation under
connectivity with Kundankulam 3 &4 (2x1000 MW) with Inter-state Transmission System
(ii) Extension of 400/220kV NP Kunta Substation (with 4 nos. of 220kV line bays) under
Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii)
Extension of 400/220kV NP Kunta Substation including supply of 1x500MVA, 400/220kV
Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt,
AP-Part-C.
During the year, the Company was successful in bagging many prestigious orders, the
major amongst them are:
1. Substation Package SS01 for construction of 765/400 KV Bikaner (New) Sub-station
(including supply of 765 KV Circuit Breaker and 400 KV Bus Reactor) and Extensions of 765
KV Ajmer Moga Sub-station associated with Green Energy Corridor ISTS-Part-D.
2. GIS Sub-station Package MEG-SS-02 for Meghalaya associated with NER Power System
Improvement Project, i) 220/132/33kV New Shillong (New) GIS, ii) 220/132kV Mawngap GIS
(Upgrade), iii) 220kV Byrnihat AIS (Extn)].
3. GIS Sub-station Package-SS01 for Extension of 765kV (i) 765 kv 400kv GIS s/s at
Jharsuguda S/s.(ii) 765 kv outdoor GIS (bus-section) at Jharsuguda S/S (iii)
Extn. of 400kvjharsuguda GIS S/S under POWERGRID works associated TBCB Line under
Common Transmission System for Phase-ll Generation Projects in Odisha.
4. Contract for execution of 2 Nos. 765 kV bay at 765kV D/C Darlipalli -Jharsugda line
(NTPC Ckt.-1&2) at 765/400kVJharsugda
( Sundergarh ) Pooling Station under Transmission System associated with Darlipalli
TPS.
5. Substation package for STATCOM installations at: i) 400 kV Lucknow and 400 kV
Nalagarh substations under installation of STATCOMs in northern region; and ii)
400 kV Gwalior substation under installation of STATCOMs in Western Region.
6. Contract for Supply & Services for Construction of IEC:61850 complaint 400
kV Grid Substation at Jodhpur ( New), Kankani of RRVPNL
7. Substation Package - SS02 for i) 765 kv Champa Pooling station, ii) Extension of
765/400 kV Dharmjaygarh Substation (including 1 no. 125 MVAR, 420 kV Bus Reactor), iii)
765/400 kV Raigarh ( Kotra ) Pooling Station (including 1 no. 125 MVAR, 420 kV Bus
Reactor) under WRSS-18, iv) Extension of 765 Kv Indore station : v) 400 kV Rajgarh
Substation (including 1 no. 63 MVAR, 420 kV Reactor) under Khargaon
TPS & vi) Procurement of 1 No. 50 MVAR, 420 kV Spare Reactor along with associated
NGR & SA at ITARSI substation.
8. Contract for Rural Electrification work of Dhanbad Package comprising of Dhanbad,
Bokaro & Ramgarh District injharkhand State under Deendayal Upadhyay Gramjyoti Yojna
(DDUJY) ofjharkhand Bijli Vitran Nigam Ltd.
Energy Sale Business:
During the year, the Company sold 76.65 million units of energy (power) up to 31st
December, 2016, earning revenue of '2540.02 lakhs.
The Company has sold 22 WTGs having capacity of 33MW and transferred 8 WTGs having
capacity of 12MW to its wholly owned subsidiary Simran Wind Project Ltd. with effect from
1st January, 2017.
Therefore, the Company has no wind energy business at the end of the financial year
under review.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred subsequent to the close of the financial year of the
Company to which the Balance Sheet relates and the date of this report that have any
effect on the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
No significant and material orders have been passed by any regulators or courts or
tribunals impacting the going concern status and company's operations in future.
INTERNAL FINANCIAL CONTROL
The Company has adequate internal financial controls in place to manage its affairs.
Proper policies and procedures are adopted by the company for ensuring the orderly and
efficient conduct of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information and the same is reviewed at regular
intervals depending upon the situation of the business of the Company.
SUBSIDIARIES & ASSOCIATES
Material Subsidiary:
Your Company has one material non-listed wholly- owned subsidiary namely Simran Wind
Project Limited (SWPL). SWPL is engaged in the business of green power generation with a
capacity of 129.90 MW spreading across Tamilnadu and Karnataka (including 12 MW acquired
from the holding company during the year). During the year, it has generated 247.38
million units and earned revenue of '12037.30 lakhs.
Pursuant to provisions of section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiary in Form AOC-1 is attached
to the financial statements of the Company.
Non-material Subsidiary:
Your company has the following non-material non-listed subsidiaries namely: Techno
Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy
Private Limited and Techno Wind Power Private Limited and one Associate Company namely,
Patran Transmission Company Ltd. (PTCL).
The Annual Reports of the subsidiary companies are not attached to the Annual report;
however, the same shall be made available to any member for inspection at the Registered
Office / Corporate Office of the Company during working hours. Relevant financial
information of the Subsidiary/s has been disclosed in this Annual Report in compliance
with the general circular.
OUTLOOK & OPPORTUNITIES
Every industry around the world have been transformed by technological innovation
within the last couple of decades. At last, innovation in the power sector is finally
taking place as well.
To bring clean, affordable electricity to all of its citizens, India has announced an
impressive goal to add 60 GW of medium- and large-scale grid-connected solar projects and
40 GW of rooftop solar by 2022. Adding clean energy will drastically change the lives of
India's citizens while simultaneously working to fulfill its international commitments to
combat climate change.
Achieving nationwide electrification will be no easy feat, no matter whether it is
through either source of energy. It will require bringing electricity to about 240 million
people, many of which live in rural villages where nearly half of households lack access
to electricity. Utilities typically cannot afford to buy more expensive power generation
when demand is high, which leads to regular blackouts. India has an enormous opportunity
to leapfrog the large- scale, centralised power system paradigm that dominated the 20th
century, and instead settle into a model of small-scale, distributed power systems that
are cleaner, more affordable, and more reliable at once.
Techno, being a major player in implementing projects for the power generators,
distributors and transmitters, statcoms etc., has placed itself in a strong footing and
prepared for taking the challenges that may arise from the electrification vision of the
Govt, and capitalise on the opportunities that may come to it. There are many
opportunities in the offing which shall bring substantial growth to the Company in coming
years.
MEETINGS OF DIRECTORS
Board Meeting
During the year 2016-17, seven meetings of the board were held. For details of the
meetings of the board, please refer to the corporate governance report, which forms part
of this report.
Independent Directors Meeting
The Independent Directors had met on February 10, 2017 to review the performance of
nonindependent directors and the Chairperson of the Company including overall assessment
on the effectiveness of the Board in performing its duties
and responsibilities. The Board comprises Members having expertise in Technical,
Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee
Meetings based on their knowledge, experience and expertise on relevant held vis-s-vis the
business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At present, the Board has Five Independent (Non-Executive) Directors, One Managing
Director (Executive) and Two Non-Independent NonExecutive Directors, including One Woman
Director.
New Appointment
The Board of Directors has appointed Dr. Rajendra Prasad Singh, as an Additional
Independent Director with effect from 05th August, 2016. In terms of Section 161 of the
Companies Act, 2013, Dr. Rajendra Prasad Singh holds office up to the date of ensuing
Annual General Meeting. The Company has received requisite notice in writing from a member
proposing his name for the office of Director. Accordingly, the Board recommends the
resolution in relation to appointment of Dr. Rajendra Prasad Singh as an Independent
Director, for the approval by the shareholders of the Company.
Dr. Rajendra Prasad Singh, Director (DIN:00004812) aged about 68 years residing at A-1,
PWO Housing Society, Sector-43, Gurgaon, Haryana - 122002 is a Post Graduate in Mechanical
Engineering from BHU, Ex. Chairman & MD of Power Grid Corporation of India Ltd. In his
career of more than 37 years, he has served TISCO, NTPC and POWERGRID.
Resignation
During the Year under review Mr. V. D. Mohile (DIN: 00060785) Independent Director has
resigned from the office of the Board w.e.f.
05th August, 2016. The Board has placed on record its sincere appreciation and
gratitude for contributions made by him during his tenure as Independent Director.
None of the Independent Directors are due for re-appointment.
Director retiring by rotation
Mr. Ankit Saraiya, Non-Independent NonExecutive Director is liable to retire by
rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed
by the shareholders. A brief profile of Mr. Ankit Saraiya is given below:
Mr. Ankit Saraiya, aged about 31 years residing at 2B, Hastings Park Road, Block - C,
Alipore, Kolkata - 700027 is a Bachelor of Science (Corporate Finance & Accounting)
with Minor in Computer Information Systems from Bentley University in Waltham,
Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more
than 5 years in the related held.
Statement on declaration by independent directors
The Company has received Statement on declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached with the report as a separate annexure. A formal letter of appointment to
Independent Directors as provided in Companies Act, 2013 has been issued and disclosed on
website of the Company viz. www.techno.co.in
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that
the performance evaluation of independent directors shall be done by the entire Board
of Directors, excluding the director being evaluated.
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matters
provided in section 178(3) of the Act is available on our website (http://www.techno.
co.in/Content/SEBI_CODE/Nomination_and_ Remuneration_Policy.pdf). There has been no change
in the policy since the last fiscal year in the corporate governance report, which forms
part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
a) That in the preparation of the annual accounts, the applicable Accounting Standards
were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a
true and fair view of the Company's state of affairs and profit at the end of the
financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
Company's assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the period ended 31st March, 2017 are on a going-concern
basis.
e) That proper internal financial control has been laid down and followed by the
company and that such internal financial controls are adequate and are operating
effectively.
f) That proper system has been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The Nomination and Remuneration Committee of the Board comprising three independent
directors has formulated the policy for appointment of Directors and Key Managerial
Personnel and determination of remuneration including the criteria for determining
qualification, positive attributes independence of a director and other matters as
provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the
Policy, the non-executive directors and the independent directors shall not receive any
remuneration, except the sitting fees for attending meetings of the Board and its
Committees. During the year under review, the Committee had recommended on the
appointment, terms and conditions of Dr. Rajendra Prasad Singh (DIN: 00004812) as an
Independent director.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence
to the CSR Policy, the Company has spent on solar energy in rural areas and committed 1.50
crores to Indian Institute of Management, Ahmedabad for the year under review which
contribution is coming under item (v) of Schedule VII (i.e. protection of National
heritage, including restoration of buildings of historical importance and works etc. A
detail report on the CSR activities and expenditures is annexed to this report.
RISK MANAGEMENT COMMITTEE AND POLICY
The Company has a Risk Management Committee comprising of three directors. The purpose
of risk management committee of the Board of Directors shall be to assist the Board in
fulfilling its corporate governance oversight responsibilities with regard to the
identification, evaluation and mitigation of operational, strategic and external
environment risks. The committee has overall responsibility for monitoring and approving
the risk policies and associated practices of the company. The risk management committee
is also responsible for reviewing and approving risk disclosure statements in any public
documents or disclosures. The role and responsibility of the Risk Management Committee has
been briefly mentioned in the Corporate Governance Report.
VIGIL MECHANISM
The Company has established the vigil mechanism and formulated the Whistleblower policy
which intends to cover serious concerns that could have grave impact on the operations and
performance of the business of the Company. The policy neither releases employees from
their duty of confidentiality in the course of their work, nor can it be used as a route
for raising malicious or unfounded allegations against people in authority and / or
colleagues in general.
AUDIT COMMITTEE
The Company has duly constituted Audit Committee in place with 3 independent directors
as its members. The Audit Committee had met four times during the year under review. The
details of the committee including its role and responsibilities are given in the
Corporate Governance Report.
DEPOSITS
The Company has not accepted any deposits from public or others during the year under
review.
AUDITORS
The office of present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants is
subject to ratification at every Annual General Meeting. However, the Company has received
a proposal from a Shareholder proposing M/s. Singhi & Co., Chartered Accountants,
Kolkata for appointment as Auditors of the Company for 5 years from the financial year
2017-18 subject to ratification at the Annual General Meeting every year. The proposed
Auditors have conveyed their eligibility and willingness to the appointment.
AUDITORS REPORT
The Directors believe that there is no qualification, reservation or adverse remarks or
disclaimer made by the Statutory Auditors on the Annual Financial Statements of the
Company for the year ended 31st March, 2017.
SECRETARIAL AUDIT REPORT
The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the
Secretarial Audit for the year ended 31st March, 2017 as required under the Companies Act,
2013 and the audit report is attached to this Directors Report. There is no qualification,
reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that
requires explanation or comments by the Board.
COST AUDIT
The Cost Auditor, Mr. Saibal Sekhar Kundu,
Cost Accountant had conducted the audit of Cost records maintained by the Company to
the extent applicable under law and had
submitted his report for the year 2015-16 to the Board during the year under review.
The Cost Audit for the year under review is conducted on time and the Report for the
year ended 31st March, 2017 will be forwarded to the Central Government within the
statutory time limit.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an
extract of the annual return in the prescribed format is attached to this report.
SHARE CAPITAL
There was a change in the share capital of the Company during the year under review.
BONUS SHARES
The Company had issued 57091200 equity shares of '2 as Bonus Shares to the existing
shareholders of the Company in the proportion of 1:1 share in accordance with the
provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the
Companies(Share Capital and Debentures), Rules 2014. Consequently, the issued, subscribed
and paid up equity share capital was increased to '22,83,64,800 divided into 114182400
equity shares of '2 each as on 31st March, 2017.
BUY BACK OF SECURITIES
The Company had proposed to buyback 1500000 Equity Shares of '2 each at a price of
'400/- per share for a total consideration of '60,00,00,000 in accordance with the
provisions of Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies
(Share Capital and Debentures) Rules, 2014 during the year under review which was
completed on 12th April, 2017. Post Buyback of shares, the issued, subscribed and paid up
capital was reduced to '22,53,64,800 divided into 112682400 equity shares of '2 each.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee had met once in every quarter to look after the
Grievances of Stakeholders. One grievance was
received in the year under review that required the attention of the Committee for
resolution. The grievance was examined by the Committee and necessary direction was issued
to resolve the same. Subsequently, the grievance was resolved. However, no complaints /
grievances were received through SCORES during the year under review.
INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of '1,16,837/- being the unpaid / unclaimed dividend
for the year ended 31st March, 2009, to the Investor Education and Protection Fund on
October 10, 2016 after giving prior intimation to the claimants well before time of
transfer.
The dividend for the year ended 31st March, 2010 that remains unpaid / unclaimed is due
for transfer in the current year which can be claimed by 30th September, 2017.
PARTICULARS OF EMPLOYEES
The relation between the employees and the management continued to be cordial and
stable at all levels. Your Directors wish to place on record their appreciation for the
devoted services of all the Company's executives and staff.
During the year, no employee was in receipt of remuneration of or in excess of the
amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to
Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form part of this
report.
With reference to the SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2015 read with Circular No. SEBI/LAD- NRO/GN/2015-16/27 dated
22nd December,2015, the Business Responsibility Report (BRR) annexed as part of the Annual
Report.
CORPORATE GOVERNANCE
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a report on Corporate Governance and a Certificate from
Mr. Kaushik Sonee, Company Secretary in Whole-time Practice (Membership No. F7921, C.P.
NO: 14302), Proprietor, M/s. K Sonee & Associates, confirming compliance with the
requirements of the Corporate Governance is annexed to this report.
PARTICULARS OF LOANS AND GUARANTEES
The Company has not given any loans or guarantee for loans taken by others under
Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits
prescribed under the aforesaid section during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with related parties
during the year under review. However, some minor business transactions entered into with
related parties have been disclosed in the notes to the annual accounts which form part of
the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis report is annexed and forms an integral part of
the annual report.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the shareholders, various customers
and their consultants, different government departments and the Company's bankers for
their continued support to the Company. The Directors look forward to their support in
future.
For and on behalf of the Board of Directors
Place: Kolkata, |
(P.P.Gupta) |
Date : 26th May, 2017 |
Chairman |
|