talbros engineering ltd Directors report

To The Members,

The Directors have pleasure in presenting 37 Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March 2023.

FINANCIAL RESULTS:

(Zin Lacs)

Particulars	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Revenue from Operations
- Sale of Products	42,693	33,516
- Other Operating revenues	1,724	1,598
Total Revenue from Operations	44.417	35,114
Other Income	258	110
Total Income	44675	35,224
Profit before Interest, Depreciation & Tax	5,601	4,621
Less: Interest	932	845
Depreciation	920	853
Exceptional Items	NIL	NIL
Profit Before Tax and After Exceptional Items	3,749	2,922
Less: Previous Year adjustments	3	3
Provision for current year income-tax	950	750
Provision for Deferred Tax	3	(41)
Net Profit after tax	2,793	2,210
Net profit after tax and adjustments	2,793	2,210
Other Comprehensive Income
- Items that will not be classified to profit or loss	2	6
- Items that will classified to profit or loss	NIL	NIL
Total Income	2,795	2,216
EPS (Basic)	55.05	43.64
EPS (Diluted)	55.05	43.64

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of 344,417 Lakhs in this financial year ended on 31% March, 2023 as against 35,114 Lakhs for the previous financial year. The net profit after tax for this year is 32,795 Lakhs as compared to 2,210 Lakhs for the previous financial year. Reserves & Surplus as on 31% March, 2023 stand at 311,443 Lakhs as against the paid-up capital of \508 Lakhs.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend a final dividend of \2.00/- per equity share of the face value of \10/- each (@20%), payable to those shareholders whose name appearin the Registerof Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the Company at the ensuing Annual general meeting (AGM) of the Company.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on 31% March, 2023 was I507.65 Lakhs comprising of 50,76,504 Equity Shares of \10/- each. There is no change in Authorised, Subscribed, Issued and paid up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.

TRANSFER TO THE INVESTOR EDUCATION AND PRO- TECTION FUND: Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of \3,24,816/- pertaining to unclaimed and unpaid dividend for the financial year 2014-15. Further, 3,917 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www talbrosaxles.com. The Company has appointed Mr. Ankush Jindal, Company Secretary and Compliance Officer as Nodal Officer of the Company. The details of Nodal officer are accessible at www. talbrosaxles.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AU- DITORS UNDER SUB-SECTION (12) OF SECTION 143 “OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT” No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under sub- section 12 of Section 143 of Companies Act, 2013.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited where your Companys shares are listed.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed Mis G R AB &

Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2022-23. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales of the Company during the financial year 2022-23 stands at 6,460 Lakhs as against \8,813 Lakhs in the previous fiscal.

BORROWINGS:

The Companys consolidated borrowings as on March 31, 2023 was 10,122 Lakhs as against $9,791 Lakhs as at March 31, 2022.

CREDIT RATING:

Your Company has been assigned a rating of A-(Stable Outlook) for Long Term Bank Facilities (Term Loans) of 24.43 Crores and rating of A-/A2+ (Stable Outlook) for Short Term Bank Facilities (Fund Based Limits) of \40.00 Crores availed from DBS Bank Limited, Yes Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company.

BOARD OF DIRECTORS:

The Board of Directors consists of executive and non- executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. During the year, Mrs. Seema Sethi, Independent Woman Director of the Company has resigned from the office of Director and Mrs. Shashi Khurana has been appointed as an Additional Independent Woman Director of the Company with effect from 23R May, 2022 for a tenure of 5 (Five) years and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 22 August, 2022. Further, the tenure of appointment of Mr. Sanjay Sharma as a Whole Time Director (Designated as an Executive Director) will expire on 31% October, 2023 and tenure of appointment of Mr. Sunil Kumar as an Independent Director will expire on 31 March, 2024. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 08" August, 2023 have recommended the appointment of Mr. Ankush Jindal as a Whole Time Director (fo be designated as an Executive Director) and Mrs. Seema Sethi as an Independent

Director of the Company w.e f. 01% November, 2023 and 01% April, 2024 respectively. The said appointments shall be subject to the approval of shareholders in ensuing General Meeting of the Company. Details related to their appointment as required to be disclosed under the Companies Act, 2013 / SEBI (LODR) Regulations is given in Annexure to the notice of 37" Annual General Meeting. Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment. Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Sanjay Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.

COMPOSITION OF COMMITTEES

The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.

DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that: (i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures; (ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(ii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) They have prepared the annual accounts on a going concern basis; (v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2022-23. Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered! evaluated the Boards performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 74-75-76, Sector-6, Faridabad, Haryana - 121 006.

POLICY OF DIRECTORS APPOINTMENT AND REMU- NERATION: The Companys policy on directors appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com. The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 6 (Six) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration committee consists of 3 (Three) Non Executive Directors. During the year 3 (Three) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mr. Sarabjeet Singh has been appointed as member of Committee due to vacancy caused by the resignation of Mrs. Seema Sethi.

PARTICULARS OF LOANS, GUARANTEES AND INVEST- MENTS: The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AF- FECTING THE FINANCIAL POSITION OF THE COMPANY: There has been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companys website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 23 May. 2022. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company. The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit. Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 36" Annual General Meeting held on 22 August, 2022, till the conclusion of 41% Annual General Meeting to be held in year 2027. The Statutory Auditors Report for Financial Year 2022-23 on the financial statement of the Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31% March, 2023. The observations of the Statutory Auditors are self-explanatory and therefore Directors dont have any further comments on the same.

SECRETARIALAUDIT REPORTAND THEAPPOINTMENT OF THE SECRETARIAL AUDITORS: The Company has appointed M/s Anuj Gupta & Associates, Company Secretariesto hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2023 is being attached with the Directors Report as Annexure-B which is self explanatory and needs no comments. Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08" February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-C

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complied with all applicable Secretarial Standards.

COST AUDITORS AND THEIR REPORT:

CostAuditis notapplicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The Company has formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company. The code inter alia contains the formalities / pre clearance required for dealing in companys shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code. All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditors Certificate dated 08th August, 2023 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directors Report. Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.