TD Power Systems Ltd Directors Report.

Dear Members

Your Directors present the Twenty First Annual Report (Report) together with the Audited Financial Statements of the Company (TDPS or Company) for the fiscal 2020 (April 1 2019 to March 31 2020).

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars For the year ended
March 31, 2020 March 31, 2019
Revenue from operations & other Income 49,409.29 45,590.66
Earnings before interest, tax, depreciation & amortization including other income and exceptional item 4,603.21 4,010.22
Finance cost 545.00 284.29
Depreciation & amortization 2,199.77 2,591.10
Profit before Tax (PBT) including exceptional item 1,858.44 1,134.83
Tax expense 214.58 427.91
Profit after Tax (PAT) including exceptional item 1,643.86 706.92
Other Comprehensive Income 46.29 (10.00)
Total Comprehensive Income including exceptional item 1,690.15 696.92

On a standalone basis, the total income at Rs. 49,409.29 Lakhs in fiscal 2020 as compared to Rs.45,590.66 in fiscal 2019 is higher by 8.38%. Earnings Before interest, tax, depreciation and amortization including other income and exceptional item (EBITDA) increased by Rs .592.99 Lakhs or 14.79% to Rs.4,603.21 Lakhs in fiscal 2020 as compared to Rs. 4,010.22 Lakhs in fiscal 2019. Profit before tax including exceptional item increased by Rs. 723.61 Lakhs to Rs.1,858.44 Lakhs in fiscal 2020 from Rs.1,134.83 in fiscal 2019. Profit after tax including exceptional item increased by Rs. 936.94 Lakhs, to Rs.1,643.86 Lakhs in fiscal 2020 from Rs. 706.92 Lakhs in fiscal 2019. Total comprehensive income including exceptional item increased by Rs. 993.23 or 142.52% to Rs. 1,690.15 Lakhs in fiscal 2020 as compared to Rs.696.92 Lakhs in fiscal 2019.

The net worth of the Company in fiscal 2020 stands at Rs.45,447.97 Lakhs (including Capital redemption reserve) as compared to Rs.45,695.25 Lakhs in fiscal 2019.

On consolidated basis, the total income at Rs.52,808.10 Lakhs in fiscal 2020 as compared to Rs.46,818.10 Lakhs in fiscal 2019 was higher by 12.79 %. Earnings Before interest, tax, depreciation and amortization including other income (EBITDA) increased by Rs.2,412.56 Lakhs to Rs.6,044.71 Lakhs in fiscal 2020 as compared to Rs.3,632.15 Lakhs in fiscal 2019. The profit before tax at Rs.3,276.86 Lakhs in Fiscal 2020 as compared to Rs.748.89 Lakhs in fiscal 2019 was higher by 337.56%. The Profit after tax was Rs.2,993.75 Lakhs in fiscal 2020 compared to Rs.319.85 Lakhs in fiscal 2019 was higher by 835.99%. Total comprehensive income was Rs.2,884.97 Lakhs in fiscal 2020 compared to Rs.290.21 Lakhs in fiscal 2019 was higher by 894.10%.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the fiscal to which these financial statements relate and the date of this Report.

The standalone and consolidated financial statements for the fiscal ended March 31, 2020 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

DIVIDEND

The dividend (including interim dividend) for the Fiscal 2020 is Rs.2.25 per Equity Share as follows:

a) Pursuant to the approval of Board of Directors at their meeting held on February 12, 2020, your Company paid an interim dividend of Rs.1.50 per equity share (face value of Rs.10/- each) for the fiscal 2020 to the shareholders whose names appeared on the register of members/ beneficial owners as on February 25, 2020, being the record date fixed for this purpose. The net cash outflow for the interim dividend was Rs.559.38 Lakhs (including dividend distribution tax of Rs.95.38 Lakhs).

b) The Board has recommended a final dividend of Rs.0.75 per equity share(face value of Rs.10/- each) for the fiscal 2020 entailing a cash outflow approx. Rs.232.00 Lakhs. The dividend distribution tax (DDT) has been repealed by the Finance Act 2020, and thus the final dividend is subject to tax deducted at sources as applicable. The above dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following remittance/transfer was made by the company to IEPF during the fiscal 2020.

a) DIVIDEND REMITTED:

During the year the Company transferred dividend which remained unclaimed/unpaid for a period of seven years to IEPF as below

Year 2011-12
Nature of dividend Final
Dividend per share Rs.2/-
Date of Declaration 12.07.2012
Date of Transfer to IEPF 13.08.2019
Amount Rs.1,426/-

b) SHARES TRANSFERRED:

During the year, the Company transferred 25 shares due to dividend which remained unclaimed for seven consecutive years. The details of said transfer is disclosed on the website of the Company at http://tdps.co.in/investor-relations/unclaimed-unpaid- dividend/.

TDPSL EQUITY BASED COMPENSATION PLAN 2019

TDPSL EQUITY BASED COMPENSATION PLAN 2019 (Plan) was approved by the shareholders at their annual general meeting held on August 12, 2019. The said plan comprises of employee stock options(ESOP) and employee stock appreciation rights (ESAR). During the year, the Nomination and Remuneration Committee of Board has approved grant of 5,63,884 ESOP and 3,99,216 ESAR. The said plan is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations").

The Companys Auditors have certified that the Plan is implemented in accordance with the SBEB Regulations and the resolutions passed by the shareholders.

For the Plan & other details to be disclosed in terms of the SBEB Regulations,please refer Annexure 11 to the Report.

BUY - BACK OF EQUITY SHARES

The Buy-back of Equity Shares of the Company as approved by the Board of Directors of the Company at its meeting held on 26.9.2018 commenced on October 10, 2018 and closed on April 5, 2019 (w.e.f closure of trading / market hours).In terms of the said buy-back offer, the Company bought back 23, 04,174 Equity Shares of the face value of Rs.10 (Rupees Ten only) each & the post buy back paid capital as of March 31 2020 stands at Rs.30,93,34,140 (i.e.3,09,33,414 Equity shares of Rs.10 each) The post buy-back public advertisement was published by the Company in terms of the SEBI Buy-back Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in note number 6 & 7to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has formulated a policy on related party transactions which is available on Companys website www.tdps.co.in. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions, in the prescribed Form AOC-2, is appended as Annexure 3 to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called as LODR / Listing Regulations) the Management Discussion and Analysis Report covering operations, performance and outlook of the Company is attached as Annexure 9 to the Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of LODR, a Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary is attached as Annexure 10 and forms an integral part of this Report (hereinafter referred to as "Corporate Governance Report").

Note on Board evaluation, Board Diversity Policy, Training of independent directors - familiarization of directors, Whistle Blower policy/Vigil mechanism Nomination and Remuneration policy form part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its functions of governance and management.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Companys website www.tdps.co.in. There has been no change in the policy since the last fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Details of Policy on directors appointment and remuneration form part of the Corporate Governance Report - Annexure 10.

SUBSIDIARIES

As on March 31, 2020, the Company has five (5) wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America, TD Power Systems Japan Limited, in Japan, TD Power Systems Europe GmbH in Germany and TD Power Systems Jenerator Sanayi Anonim Sirketi in Turkey. Each of the above subsidiaries is directly owned 100% by TD Power systems Limited.

During the year, the Board of Directors reviewed the affairs of the said subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which form part of this Report. Further, a statement containing the salient features of the financial statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 2 to the Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review of the operations of the subsidiaries is as follows:

INDIAN SUBSIDIARY

As in the previous year, no business was undertaken during the fiscal under Report, in line with the decision to scale down business operations. Income for the year was only from other Income amounting to Rs 61.04 lakhs (viz earned from Interest on deposits with bank amounting to Rs.5.98 lakhs & write back of provisions no longer required of Rs.55.06 lakhs). After accounting for foreign exchange losses of Rs.113.10 lakhs in recognition of payables to certain overseas suppliers & other fixed costs, the earnings before interest, tax, depreciation & amortization including other income and exceptional item amounts to a loss of Rs.66.35 lakhs as compared to Rs.143.02 lakhs in the previous year ended March 31, 2019. Due to an exceptional item as per note 34 to the Note to the Consolidated Financial statements, the Profit before and after Tax including exceptional item is Rs1,122.95 lakhs as against a loss Rs 143.02 lakhs in the previous year.

Net worth of the Company as at March 31, 2020 continues to be negative. The Company continues to evaluate opportunities to render engineering services to utilize the tax credits and continues to negotiate with trade creditors for settlement with remission/reduction in liability on account of product warranty on equipment supplied by them. The management is hopeful that these actions will help the company in turning its net worth position to positive net worth.

US SUBSIDIARY

The operations of this Company during the fiscal 2020 resulted in a total revenue of Rs.1,182.21 Lakhs as compared to Rs.3,138.30 Lakhs in Fiscal 2019. The loss after tax for the year is Rs.123.61 Lakhs in fiscal 2020 as compared to loss of Rs.13.15 Lakhs in fiscal 2019. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2020 is Rs.229.54 Lakhs as compared to loss of Rs.44.83 Lakhs in fiscal 2019. Three new customers were added during the year in the steam & geo thermal verticals. The oil & gas, hydro & geo thermal verticals did not reflect any encouraging activity levels during the year in North America.

JAPAN SUBSIDIARY

Major activities of the Japan business continue to be conducted through the Companys Branch office at Japan. There was no operating revenue other than the other income of Rs.0.44 Lakhs in the fiscal 2020. The loss after tax for the fiscal was Rs.71.65 Lakhs mainly due to operating costs& employee termination compensation. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2020 is Rs.71.46 Lakhs as compared to loss of Rs.182.38 Lakhs in fiscal 2019. Steps have been taken to effect significant cost reductions which will make the Japan branch selfsustainable.

GERMAN SUBSIDIARY

The total revenue for the fiscal 2020 was Rs.7,218.80 Lakhs as compared to Rs.2,952.46 Lakhs in fiscal 2019(i.e. a rise of over 145%) the highest ever so far. Profit before tax is Rs.203.76 Lakhs in fiscal 2020 as compared to Rs.20.63 Lakhs in fiscal 2019 i.e. a rise of over 10 times. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2020 is Rs.166.35 Lakhs as compared to Rs.34.50 Lakhs in fiscal 2019. During the year this subsidiary has returned Rs.70.51 lakhs(EURO 1,00,000) provided as loan by the Company.

This subsidiary has not only increased its business with the existing customers but has also added many new customers. Two generators of 57 MW for steam turbine application have been supplied to a reputed OEM which will serve as reference projects in Germany. Hydro business has also been a highly consistent market & 16 generators were supplied to Norway during the year taking the total number of generators to this market to 52. In addition to this, 19 generators are under production. Cooperation with one of the largest engine manufacturers in the world for two projects in Africa is a hall mark gain for this subsidiary.

TURKEY SUBSIDIARY

The operations of this subsidiary have gained momentum. Since inception in 2018, 14 -machines were manufactured for Hydro, steam and Geo thermal applications. These machines have received Turkish Standards Institution (TSE) certification & the local content certification approved by the mandated Local industry chamber. In this second year of operations i.e. fiscal 2020, the total revenue grew to Rs.2,665.43 Lakhs compared to Rs.406.67 Lakhs in fiscal

2019. The profit before tax in fiscal 2020increased by Rs.294.81 Lakhs to Rs.300.04 Lakhs as compared to Rs.5.23 Lakhs in fiscal 2019. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2020 is Rs.220.15 Lakhs as compared to Rs.0.76 Lakhs in fiscal 2019.During the fiscal under Report additional investments were made to support requirements of Testing and assembly and this subsidiary has returned Rs.142.98 Lakhs (USD 1,98,775) provided as loan by the Company.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2020, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Fiscal ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 Fiscal and of the profit and loss of the Company for that period;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, 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

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of the Managing Director Mr. Nikhil Kumar will end on January 16, 2021 and the board has approved his reappointment for a further term of 5 years subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company. For further details, please refer Annexure 10, Corporate Governance Report attached of this Directors Report.

Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. K G Prabhakar (DIN: 00010365) retires by rotation at the ensuing 21stAnnual General Meeting of the Company and being eligible, offers himself for re-appointment.

Mr. K G Prabhakar, aged 64 years, is a Chartered Accountant by qualification. He is Non-Executive Non-Independent Director of the Company. Mr. K. G. Prabhakar, was employed with the Company since 2001 with responsibilities of finance, accounts, taxation, HR and administration functions over the years and retired as CFO in 2018.

Mr. K G Prabhakar holds 4,500 equity shares of the Company being 0.01% of paid up capital. He has attended all six board meetings of the Company held during fiscal 2020. He is also a director of the Companys wholly owned Indian subsidiary DF Power Systems Private Limited. He is not related to any other Directors of the Company.

RISK MANAGEMENT

The Board of directors of the Company has been entrusted with the responsibility to overseeing the risks that the Company faces such as strategic, commercial, safety, operations, Compliance, internal control and finance. More details on risk management indicating development including identification of elements of risk and their mitigation are covered under the Management Discussion and Analysis Report enclosed as Annexure 9 to the Report. The Company is not required to form a risk management committee in terms of the SEBI Listing Regulations.

AUDITORS & REPORTS STATUTORY AUDITORS

M/s. Varma and Varma, Chartered Accountants (Firm Registration No:004532S) were appointed as the Statutory Auditors of the Company for a period of five Years from the conclusion of the Annual General Meeting held on September 27, 2017 till the conclusion of the 23rd Annual General Meeting of the Company. The requirement of ratification of Statutory Auditors at every Annual General Meeting of the Company has been dispensed with the Companies Amendment Act 2017.

The Auditors Report on the financial statements for the fiscal 2020 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed Mr. Sudhir V Hulyalkar, Practicing Company Secretary Bangalore, as the Secretarial Auditor for the fiscal 2020.

The Secretarial Auditors Report for the fiscal 2020 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditors Report is enclosed as Annexure 8 to the Report in this Annual Report.

As provided in the Listing Regulations/LODR the certificate on corporate governance and Directors appointment and continuation on the Board of Directors forms part of the Corporate Governance Report. The certificate on corporate governance does not contain any qualification, reservation or adverse remark.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore were appointed as Cost Auditors of the Company for the fiscal 2020.

COST ACCOUNTS AND RECORDS

In terms Section 148 of the Companies Act 2013, the Company has maintained its cost accounts for the year ended March 31, 2020 as prescribed which are subject to a Cost Audit.

DISCLOSURE

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) (a) of the Companies Act, 2013, an extract of the Annual Return as of March 31, 2020 in the prescribed format is appended as Annexure 1 to the Report & also made available on the website of the Company at www.tdps.co.in.

NUMBER OF BOARD MEETINGS

The Board met six times during the fiscal 2020. The details of which are given in the Corporate Governance Report that forms part of this Report. The maximum gap between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the fiscal 2020 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 4 forming part of this Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

Regulation 34(2) of the Listing Regulations as amended mandating inclusion of the BRR in the Annual Report of the Company is applicable for the first time to the company in fiscal 2020. Accordingly, the Business Responsibility Report is presented in Annexure 12 to this Report. The BRR has also been uploaded on the Companys website at www.tdps.co.in.

PARTICULARS OF EMPLOYEES

The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure 5 to this Report.

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the fiscal and in receipt of remuneration of Rs.102.00 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs.8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as in Annexure 6 to this Report.

COMMITTEES OF THE BOARD

According to the Companies Act, 2013 and SEBI LODR the Board has four (4) Committees as on March 31, 2020 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The detailed note on composition of the Board and its committees is disclosed in the Report on Corporate Governance forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has a Corporate Social Responsibility (CSR) Committee which ascertains the activity to be undertaken by the Company. The details of Composition of CSR Committee, terms of reference and annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure 7 and form an integral part of this Report.

Your Companys Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.tdps.co.in.

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state as follows :

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. There was no issue of shares including as sweat equity shares or on exercise of employee stock options.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. Loan has been provided by the Company to the TDPSL Employees Trust for purchase of its own shares for the benefit of employees as per TDPSL Equity Based Compensation Plan 2019.

6. The Managing Director draws a part of his remuneration from TD Power Systems (Gmbh).

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. During the fiscal 2020 the Company has transferred a sum of Rs. 7.58 lakhs to Capital Redemption Reserve from the securities premium on account of shares bought back during the year

GREEN INITIATIVE

As part of this initiative, hitherto soft copies of the Annual Report and the Notice of Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants. Physical copies of the same were sent in the permitted mode only to members whose email addresses were unavailable.

However, in terms of the SEBI Circular dated May 12, 2020 and MCA Circular dated May 05, 2020 and April 13, 2020

exempting Companies from the provision of hard copies for this fiscal 2020 in view of the ongoing Covid 19 pandemic, only soft copies of the Annual Report 2020 and the Notice of the Annual General meeting will be emailed to shareholders. Members whose email id is not registered with the Company may write to investor.relations@tdps.co.in or ashwini.nemlekar@linkintime.co.in for obtaining the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Companys customers, suppliers, bankers and shareholders.

ANNEXURE-1

FORM NO. MGT-9

Extract of Annual Return

As on the financial year ended on 31.03.2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN L31103KA1999PLC025071
ii. Registration Date 16/04/1999
iii. Name of the Company TD Power Systems Limited
iv. Category/ Sub Category of the Company Public Company (Limited by Shares)
v. Address of the Registered office and contact details # 27, 28 & 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bangalore - 562111 srivatsa.n@tdps.co.in 080-22995700
vi. Whether listed Company Yes
vii. Name, Address and Contact details of Registrar and Transfer Agent Link In time India Private Limited C-101, 247 Park, L. B. S. Marg, Vikhroli (West) Mumbai - 400 083 Tel No:+91 22 49186000

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Manufacture of AC Generators 31103 88.10
2 Manufacture of Electric Motors 31103 Nil

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Companies for which information is being filled-(5)

Name of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 DF Power Systems Private Limited U51505KA2007PTC 041717 Subsidiary-India 100% Section 2(87)(ii)
2 TD Power Systems (USA) Inc. NA Subsidiary- USA 100% Section 2(87)(ii)
3 TD Power Systems Japan Limited NA Subsidiary-Japan 100% Section 2(87)(ii)
4 TD Power Systems Europe, GmbH NA Subsidiary -Germany 100% Section 2(87)(ii)
5 TD Power Systems Jenerator Sanayi Anonim Sirketi NA Subsidiary-Turkey 100% Section 2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders Shareholding at the beginning of the year 2019 Shareholding at the end of the year 2020 % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A Shareholding of Promoter and Promoter Group
1 Indian
a Individuals / Hindu Undivided Family 8369624 0 8369624 26.88 8386430 0 8386430 27.11 0.23
b Central Government / State Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
c Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000
d Any Other (Specify) Persons Acting In Concert 1386902 0 1386902 4.45 1461902 0 1461902 4.73 0.28
Bodies Corporate 5026433 0 5026433 16.15 5026433 0 5026433 16.25 0.10
Sub Total (A)(1) 14782959 0 14782959 47.48 14874765 0 14874765 48.09 0.61
2 Foreign
a Individuals (Non-Resident Individuals / Foreign Individuals) 3235254 0 3235254 10.39 3235254 0 3235254 10.46 0.07
b Government 0 0 0 0.0000 0 0 0 0.0000 0.0000
c Institutions 0 0 0 0.0000 0 0 0 0.0000 0.0000
d Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
e Any Other (Specify)
Sub Total (A)(2) 3235254 0 3235254 10.39 3235254 0 3235254 10.46 0.07
Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2) 18018213 0 18018213 57.88 18110019 0 18110019 58.55 0.67
B Public Shareholding
1 Institutions
a Mutual Funds / UTI 5687367 0 5687367 18.27 5370796 0 5370796 17.36 -0.91
b Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000
c Alternate Investment Funds 0 0 0 0.0000 0 0 0 0.0000 0.00
d Foreign Venture Capital Investors 0 0 0 0.0000 0 0 0 0.0000 0.0000
e Foreign Portfolio Investor 833350 0 833350 2.68 830977 0 830977 2.69 -0.01
f Financial Institutions / Banks 73508 0 73508 0.24 14801 0 14801 0.05 -0.19
g Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000
h Provident Funds/ Pension Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000
i Any Other (Specify)
Sub Total (B)(1) 6594225 0 6594225 21.18 6216574 0 6216574 20.10 -1.08
2 Central Government/ State Government(s)/ President of India
Sub Total (B)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
3 Non-Institutions
a Individuals
i Individual shareholders holding nominal share capital upto Rs. 1 lakh. 2720879 2 2720881 8.74 3003117 2 3003119 9.71 0.97
ii Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 2122435 0 2122435 6.82 1772066 0 1772066 5.73 -1.09
b NBFCs registered with RBI 22318 0 22318 0.07 0 0 0 0.0000 -0.07
d Overseas Depositories (holding DRs) (balancing figure) 0 0 0 0.0000 0 0 0 0.0000 0.0000
e Any Other (Specify)
IEPF 0 0 0 0.00 25 0 25 0.00 0.00
Trusts 1000 0 1000 0.00 2430 0 2430 0.01 0.01
Hindu Undivided Family 581339 0 581339 1.87 461014 0 461014 1.49 -0.38
Foreign Companies 10000 0 10000 0.03 10000 0 10000 0.03 0.03
Non Resident Indians (Non Repat) 55899 0 55899 0.18 114105 0 114105 0.37 0.19
Non Resident Indians (Repat) 122197 0 122197 0.39 128542 0 128542 0.41 0.02
Clearing Member 74521 0 74521 0.24 32428 0 32428 0.10 -0.14
Bodies Corporate 809081 0 809081 2.60 519248 0 519248 1.68 -0.92
Sub Total (B)(3) 6519669 2 6519671 20.94 6042975 2 6042977 19.54 -1.40
Total Public Shareholding(B)=(B)(1)+(B) (2)+(B)(3) 13113894 2 13113896 42.12 12259549 2 12259551 39.63 -2.49
Total (A)+(B) 31132107 2 31132109 100.00 30369568 2 30369570 98.18 -1.82
C Non Promoter - Non Public
1 Custodian/DR Holder 0 0 0 0.0000 0 0 0 0.0000 0.0000
2 Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) 0 0 0 0.00 563844 0 563844 1.82 1.82
Total (A)+(B)+(C) 31132107 2 31132109 100.0000 30933412 2 30933414 100.00

Note: Percentage of shareholding as on March 31, 2019 is calculated based upon the total no. of paid up equity shares of the Company (including 1,22,886 Equity Shares which were bought back under Buy-Back offer and extinguished after closure of March 31, 2019).

Shareholders Name Shareholding at the beginning of the year 2019 Shareholding at the end of the year 2020 % Change in the shareholding during the year
No. of shares held % of the Total of the Company % of Shares pledged/ encumbered to total shares No. of shares held % of the Total of the company* % of Shares pledged/ encumbered to total shares
1 Saphire Finman Services LLP 5026433 16.15 0 5026433 16.25 0 0.10
2 Nikhil Kumar 4638664 14.90 0 4655470 15.05 0 0.15
3 Mohib Nomanbhai Khericha 3730960 11.98 0 3730960 12.06 0 0.08
4 Hitoshi Matsuo 3235254 10.39 0 3235254 10.46 0 0.07
5 Chartered Capital & Investment Ltd. 1134252 3.64 0 1134252 3.67 0 0.03
6 Sofia Mohib Khericha 200000 0.64 0 200000 0.65 0 0.01
7 Lavanya Sankaran 52650 0.17 0 127650 0.41 0 0.24
Total 18018213 57.88 0 18110019 58.55 0 0.67

* Percentage of shareholding as on March 31, 2019 is calculated based upon the total paid up equity shares of the Company (including 1, 22, 886 equity shares which were bought back under Buy back offer and extinguished after closure of March 31, 2019).

iii. Change in Promoters and Promoters Group Shareholding (please specify, if there is no change)

Shareholders Name Shareholding at the beginning of the year (April 1, 2019) Date Reason Increase/ Decrease in Shareholding Cumulative Shareholding during the year
1 No. of shares % of total shares of the Company No. of shares No. of shares % of total shares of the company
Saphire Finman Services LLP 5026433 16.15 - - - 5026433 16.25
At the end of the year - - - - - 5026433 16.25
2 Nikhil Kumar 4638664 14.90 - - - 4638664 15.00
20.03.2020 Market Purchase 12806 4651470 15.04
20.03.2020 4000 4655470 15.05
At the end of the year - - - - - 4655470 15.05
3. Mohib N Khericha 3730960 11.98 - - - 3730960 12.06
At the end of the year - - - - - 3730960 12.06
4. Hitoshi Matsuo 3235254 10.39 - - - 3235254 10.46
At the end of the year - - - - - 3235254 10.46
5 Chartered Capital & Investment Ltd. 1134252 3.64

-

-

-

1134252 3.67
At the end of the year - - - - - 1134252 3.67
6 Sofia Mohib Khericha 200000 0.64 - - - 200000 0.65
At the end of the year - - - - - 200000 0.65
7 Lavanya Sankaran 52650 0.17 - - - 52650 0.17
29.05.2019 Market Purchase 75000 127650 0.41
At the end of the year - - - - 127650 0.41

Note: Percentage of shareholding as on March 31, 2019 is calculated based upon the total no. of paid up equity shares of the Company (including 1,22,886 Equity Shares which were bought back under Buy-Back offer and extinguished after closure of March 31, 2019).

Shareholders Name Shareholding at the beginning of the year - 2019 Transactions during the year Reason Cumulative Shareholding at the end of the year - 2020
No. of Shares held % of total shares of the company Date of transaction No. of shares Transfer No of Shares held % of total shares of the company
1 Reliance capital trustee Co. Ltd -A/C Nippon India Small Cap Fund 3037197 9.8185 3037197 9.8185
24 Jan 2020 4832 Transfer 3042029 9.8341
27 Mar 2020 2269 Transfer 3044298 9.8415
At the end of the year 3044298 9.8415
2 Sundaram Mutual Fund A/c Sundaram Small Cap Fund 1957562 6.3283 1957562 6.3283
Transfer 31 May 2019 19274 1976836 6.3906
At the end of the year 1976836 6.3906
3 Baring India Private Equity Fund III listed Investments Limited 805778 2.6049 805778 2.6049
At the end of the year 805778 2.6049
4 TDPSL Employee Welfare Trust 0 0.0000 0 0.0000
Transfer 20 Sep 2019 226772 226772 0.7331
Transfer 27 Sep 2019 83824 310596 1.0041
Transfer 30 Sep 2019 10572 321168 1.0383
Transfer 04 Oct 2019 33932 355100 1.1479
Transfer 22 Nov 2019 50000 405100 1.3096
Transfer 29 Nov 2019 142606 547706 1.7706
Transfer 06 Dec 2019 2337 550043 1.7782
Transfer 03 Jan 2020 13801 563844 1.8228
At the end of the year 563844 1.8228
5 Bhadra Jaytantilal Shah 275000 0.8890 275000 0.8890
At the end of the year 275000 0.8890
6 Chetan Jayantilal Shah 275000 0.8890 275000 0.8890
At the end of the year 275000 0.8890
7 ICICI Prudential Infrastructure Fund 547608 1.7703 547608 1.7703
Transfer 05 Apr 2019 (163707) 383901 1.2411
Transfer 12 Apr 2019 (76286) 307615 0.9944
Transfer 19 Apr 2019 171 307786 0.9950
Transfer 26 Apr 2019 551 308337 0.9968
Transfer 03 May 2019 2743 311080 1.0056
Transfer 17 May 2019 1999 313079 1.0121
Transfer 24 May 2019 2305 315384 1.0196
Transfer 12 Jul2019 828 316212 1.0222
Transfer 13 Sep 2019 811 317023 1.0249
Transfer 08 Nov 2019 (8900) 308123 0.9961
Transfer 07 Feb 2020 (26604) 281519 0.9101
Transfer 14 Feb 2020 (48320) 233199 0.7539
Transfer 21 Feb 2020 (476) 232723 0.7523
Transfer 28 Feb 2020 (21569) 211154 0.6826
At the end of the year 211154 0.6826
8 Manoj Dua 178180 0.5760 178180 0.5760
Transfer 26 Apr 2019 3000 181180 0.5857
Transfer 10 May 2019 2853 184033 0.5949
Transfer 17 May 2019 4196 188229 0.6085
Transfer 24 May 2019 1280 189509 0.6126
Transfer 10 Jan 2020 1636 191145 0.6179
Transfer 27 Mar 2020 2256 193401 0.6252
At the end of the year 193401 0.6252
9 Rohinton Soli Screwvala 190400 0.6155 190400 0.6155
At the end of the year 190400 0.6155
10 Manharlal Chimanlal Parikh - HUF 306000 0.9892 306000 0.9892
Transfer 31 May 2019 (117614) 188386 0.6090
Transfer 05 Jul2019 (386) 188000 0.6078
At the end of the year 188000 0.6078
1 Nikhil Kumar 4638664 14.90

-

-

-

4638664 15.00
20.03.2020 Market Purchase 12806 4651470 15.04
23.03.2020 4000 4655470 15.05
At the end of the year 4655470 15.05
2 Mohib N Khericha 3730960 11.98 - - - 3730960 12.06
At the end of the year - 3730960 12.06
3 Nithin Bagamane 27.05.2019 Market Purchase 38678 38678 0.13
28.06.2019 1486 40164 0.13
11.09.2019 3000 43164 0.14
At the end of the year 43164 43164 0.14
5 Ravi KanthMantha - - - - - - -
At the end of the year - - - - - - -
6 Prathibha Sastry - - - - - - -
At the end of the year - - - - - - -
7 K G Prabhakar 4500 0.01 4500 0.01
At the end of the year 4500 0.01
8 N Srivasta-Company Secretary 125 0.00 - - - 125 0.00
At the end of the year 125 0.00
9 M N Varalakshmi-CFO 50 0.00 - - - 50 0.00
Market Purchase 50 100 0.00
At the end of the year 100 0.00

 

A Indebtedness at the beginning of the financial year (01.04.2019) (i) Principal Amount 613,921,353 613,921,353
(ii) Interest due but not paid** - - - -
(iii) Interest accrued but not due** - - - -
Total (i+ii+iii) 613,921,353 - - 613,921,353
B Change in Indebtedness during the fiscal (i) Addition 62,759,259 62,759,259
(ii) Reduction - - - -
Net Change 62,759,259 - - 62,759,259
C Indebtedness at the end of the fiscal (31.03.2020) (i) Principal Amount 676,680,612 676,680,612
(ii) Interest due but not paid** - - - -
(iii) Interest accrued but not due** - - -
Total (i+ii+iii) 676,680,612 - - 676,680,612

** Since indebtedness is in respect of a working capital facility, Interest for the period is paid at the end of the period. Thus, neither "Interest due but not paid" nor "Interest accrued but not due" arise.

VII REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Remuneration to Managing Director

SlNo. Particulars Nikhil Kumar Managing Director (Amount in p.a.)
1 Gross salary Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) 1,78,50,000
Income-tax Act, 1961 c. Profits in lieu of salary under 39,600
section 17(3) Income-tax Act, 1961 Nil
2 Stock Option Nil
3 Sweat Equity Nil
4 Commission - as % of profit - others, specify Nil
5 Others, (contribution to PF) 18,36,000
Total from the company 1,97,25,600
6 Salary from wholly owned subsidiary 59,39,125
7 Total (A) (1+6) (including contribution to PF) 2,56,64,725
8 Less; Others, (contribution to PF)(2) 18,36,000
9 Total remuneration 2,38,28,725
Ceiling as pre the Act 2,40,00,000

Remuneration to other directors

Sl. No. Particulars of Remuneration Non- Executive Non Independent Director Independent Director Total
Mr. Mohib N Khericha Mr. K G Prabhakar* Mr. Nithin Bagamane Mr. Ravi K Mantha Ms. Prathibha Sastry
1 Directors Fee for attending board / committee meetings 5,40,000 3,30,000 5,40,000 2,90,000 5,70,000 22,70,000
2 Commission Others, please specify -

-

-

-

-

-

Total 3 (1+2) 5,40,000 3,30,000 5,40,000 2,90,000 5,70,000 22,70,000
Overall Ceiling as per the Act NA
Total Managerial Remuneration(I+II) 2,60,98,725

Remuneration to Key Managerial Personnel other than MD/Manager/WTD Amount in Rs

Particulars Key Managerial Personnel
Mr. N. Srivatsa Company Secretary Ms. M N Varalakshmi Chief Financial Officer Total Amount
1 Gross salary (p.a.) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 51,11,293 37,19,164 88,30,457
Value of perquisites u/s 17(2) Income-tax Act, 1961 12,000 31,800 43,800
Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock options / Employees share options cost relating to options granted during the year and debited to P & L Statement 28,61,652 16,40,538 45,02,190
3 Sweat Equity -
4 Commission - as % of profit - others, specify...
5 Others, (contribution to PF) 3,46,032 2,49,480 5,95,512
Total 83,30,977 56,40,982 1,39,71,959

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Company/Directors/ Other Officers in Default Sections of the Companies Act Brief Description Details of Penalty / Punishment/Compounding fees imposed Authority [RD/ NCLT / COURT] Appeal made, if any (give Details)
Penalty / Punishment/ Compounding Nil Nil Nil Nil Nil