Talbros Engineering Ltd Management Discussions.

A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of

Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure – A to the Boards Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boards Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company

(Amount in Lacs)
Name of the Director Designation Remuneration paid Ratio to median remuneration
Mr. Sanjay Sharma Executive Director 12.14 6.12
Mr. Vijay Kumar Sharma Executive Director 12.52 6.32
Mr. Kuldeep Singh Bhalla Independent Director 0.05 Only Sitting fees paid
Mr. Sunil Kumar Independent Director 0.05 Only sitting fees paid
Ms. Priyanka Khattar Independent Director 0.05 Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs

Name of the Director/KMP Designation Remuneration for the year ended 2019-20 Remuneration for the year ended 2018-19* % change during the year
Mr. Sanjay Sharma* Executive Director 12.14 4.86 149.79
Mr. Vijay Kumar Sharma Executive Director 12.52 11.60 7.93
Mr. Sunil Kumar Independent Director 0.05 0.05 0.00
Ms. Priyanka Khattar Independent Director 0.05 0.05 0.00
Mr. Kuldeep Singh Bhalla Independent Director 0.05 0.05 0.00
Mr. Ankush Jindal Company Secretary 7.83 7.07 10.75
Mr. Kanwar Pal Pawar CFO 4.22 3.92 7.65

 

* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017. Further, he has re-joined the Company w.e.f. 01st November, 2018.

(c) The median remuneration of the employees has increased by 21.40 % in 2019-20 as compared to 2018-19.

(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 8%. The increment given to each individual employee is based on the employees potential, experience as also their performance and contributions to the Companys progress over a period of time and also industry trend.

(e) Number of permanent employees on the rolls of the Company.

Financial Year No. of Employees
2018-19 241
2019-20 221

(f) We affirm that the remuneration paid to Directors, Key Managerial Personnels and employees is as per the remuneration policy of the Company.

(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2019-20 being attached with the Directors Report as Annexure–C

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board
Sd/- Sd/-
Vijay Kumar Sharma Sanjay Sharma
Executive Director Executive Director
DIN: 06394784 DIN: 06394774
R/o H.No. 309, Sector 3, R/o H.No. 1002, Sector 8
Faridabad, Haryana Faridabad, Haryana
Place: Faridabad
Date: 06th August, 2020

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable (b) Nature of contracts/arrangements/transactions: Not Applicable (c) Duration of the contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable (f) Date(s) of approval by the Board: Not Applicable (g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in General Meeting as required under first proviso to section 188: Not Applicable

2. Details of contracts or arrangements or transactions at arms length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable (b) Nature of contracts/arrangements/transactions: Not Applicable (c) Duration of the contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable (e) Date(s) of approval by the Board: Not Applicable (f) Amount paid as advances, if any: Not Applicable

ANNEXURE-A

CONVERSATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

The Company has created high degree of awareness on conservation and saving of energy among the workers, employees including top management of the Company. The initiatives taken by the company are as under:

- The Company has installed and made operational roof top solar panels in IMT plant.

- Installation of energy efficient LED lights in all plants of the Company.

- Use of best quality wires, cables, switches.

- Replacement of coils in upsetters resulting in cycle time reduction.

- Use of PNG instead of diesel for furnaces.

- Monitoring and correction of power factor.

- Set up of new upgraded machineries have been adopted with inverter drives which consequently will lead to less electricity consumption.

- Installation of solid state machines for Induction hardening which will result in less consumption of power.

- Installation of sky shades which will help in reducing energy consumption during day time.

(B) Technology absorption:

- The robotics in IMT has been made operational to reduce manpower and promote efficient and time saving operations.

- The company has installed upgraded machineries which includes CNCs, VMCs, CNC grinder, Induction Hardening in various plants which results in production growth.

- Air Gages have been installed for self inspection at stations.

- Gravity shoots have been installed and consequently manpower has been reduced.

- The company has not incurred any expenditure on Research & Development activities during the year under review.

(C) Foreign Exchange Earning and Outgo:

S. No. Particulars Amount (In Rs.) Lakhs
Expenditure
1 Commission on Export Sales 12.46
2 Foreign Travelling 7.82
3 Repair & Maintenance 4.05
(Plant & Machinery)
4 CIF Value of Imports (Machinery) 1.40
5 Dividend paid for the FY 2018-19 0.01
Total 25.74
Earnings
1 Value of Exports on FOB Basis 4,304.00
Total 4,304.00