Dear Members
Your Directors present the Twenty Fourth Annual Report (Report)
together with the Audited Financial Statements of the Company (TDPS ) for the fiscal 2023
(April 1 2022 to March 31 2023).
FINANCIAL RESULTS
( in Lakhs)
| Particulars |
For the year ended |
|
March 31, 2023 |
March 31, 2022 |
| Revenue from operations & other Income |
84,348.64 |
73,637.03 |
| Earnings before interest, tax, depreciation &
amortization including other income and exceptional item |
14,012.38 |
9,708.73 |
| Finance cost |
106.37 |
205.70 |
| Depreciation & amortization |
1,964.46 |
2,123.70 |
| Profit before Tax (PBT) including exceptional items |
11,941.55 |
7,379.33 |
| Tax expense |
3,095.72 |
1,953.13 |
| Profit after Tax (PAT) including exceptional item |
8,845.83 |
5,426.20 |
| Other Comprehensive Income |
(4.03) |
(108.58) |
| Total Comprehensive Income including exceptional item |
8,841.80 |
5,317.62 |
Note: The above figures are on standalone basis & are extracted
from the standalone financial statement of the company.
On a standalone basis, total income increased by 10,711.61 Lakhs, or
14.55%, to 84,348.64 Lakhs in Fiscal 2023 from 73,637.03 Lakhs in Fiscal 2022.
Earnings Before interest, tax, depreciation and amortization including exceptional items
(EBITDA) increased by 4,303.65 Lakhs or 44.33% to 14,012.38 Lakhs in fiscal 2023 as
compared to 9,708.73 Lakhs in fiscal 2022. Profit before tax including exception items
increased by 4,562.22 Lakhs, or 61.82%, to 11,941.55 Lakhs in fiscal 2023 from
7,379.33 in fiscal 2022. Profit after tax increased by 3,419.63 Lakhs, or 63.02% to
8,845.83 Lakhs in Fiscal 2023 from 5,426.20 Lakhs in fiscal 2022. Total comprehensive
income increased by 3,524.18 Lakhs or 66.27% to 8,841.80 Lakhs in fiscal 2022 as
compared to 5,317.62 Lakhs in fiscal 2022.
The net worth of the Company in fiscal 2023 stands at 59,389.25 Lakhs
(including Capital redemption reserve) as compared to 52,265.72 Lakhs in fiscal 2022.
On consolidated basis, the total income increased by 7,791.29 Lakhs,
or 9.57%to 89,205.17 Lakhs in Fiscal 2023 as compared to 81,413.88 Lakhs in Fiscal
2022. Earnings Before interest, tax, depreciation and amortization including other income
& exceptional item (EBITDA) increased by 3,514.32 Lakhs or 30.25% to 15,131.49
Lakhs in fiscal 2023 as compared to 11,617.17 Lakhs in fiscal 2022. The Profit before
tax including exceptional item increased by 3,747.13 Lakhs, or 40.70%, to 12,954.64
Lakhs in Fiscal 2023 as compared to 9,207.51 Lakhs in Fiscal 2022. The Profit after tax
increased by 2,631.61 Lakhs, or 37.33% to 9,681.23 Lakhs in Fiscal 2023 as compared to
7,049.62 Lakhs in Fiscal 2022. Total comprehensive income increased by 3,310.49 Lakhs
or 53.89% to 9,453.81 Lakhs in fiscal 2023 compared to 6,143.32 Lakhs in fiscal 2022.
The standalone and consolidated financial statements for the fiscal
ended March 31, 2023 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
During the year ended March 31, 2023, the Company paid an interim
dividend of 0.50/- (Fifty Paise) per share. Further, the Board of Directors at their
meeting held on May 9, 2023 of your company has recommended a final dividend of 0.50/-
(fifty paise) per equity share (face value of 2/- each) for fiscal 2023 and the said
dividend is subject to approval of shareholders at the ensuing Annual General Meeting
(AGM) of the Company & is subject to tax deduction at sources as applicable.
The total cash outflow during the year ended March 31, 2023 was
1,872.51 Lakhs on account of final dividend for fiscal 2022 and interim dividend for the
fiscal 2023.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys
website at www.tdps.co.in.
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 2023.
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 |
2014-15 |
| Nature of dividend |
Final |
| Dividend per share |
2.645/- |
| Date of Declaration |
23.09.2015 |
| Date of Transfer to IEPF |
15.11.2022 |
| Amount |
17,396/- |
b) SHARES TRANSFERRED
During the year, the were no share required to be transferred to IEPF
on account of dividend remained unclaimed for seven consecutive years from the date of
declaration, in accordance with IEPF Rules.
CHANGES IN SHARE CAPITAL & THE COMPANYS TDPSL EQUITY BASED
COMPENSATION PLAN 2019 (PLAN)
The Board of Directors of the Company at its meeting held on August 30,
2022 approved sub-division of Equity Shares of the Company and the same was also approved
by the members at their Annual General Meeting held on September 27, 2022 consequently one
equity share having face value of 10/- each has been divided into five equity shares
having face value of 2/- each w.e.f. November 01, 2022 (record date for sub-division).
Capital clause of the Memorandum of Association has been amended accordingly.
Consequent upon the aforesaid sub-division of equity shares of the
Company, an appropriate adjustment as stated in clause 4 of TDPSL Equity Based
Compensation Plan 2019 was made in the number of stock options and number of ESARs that
have been granted & yet to be exercised such that each such stock option and ESAR
shall stand converted into 5 stock options and 5 ESARs as the case may be and the
respective price of each stock option and ESAR shall be one fifth (1/5) of the exercise
price fixed at the time of grant of such options and ESARs.
The paid up Equity Capital of the Company as on March 31, 2023 was
31,20,85,270 (comprising 15,60,42,635 Equity Shares having face value of 2/- each) as
compared to 31,10,34,980 (comprising 3,11,03,498 Equity Shares having face value of
10/- each) as on March 31, 2022.
During fiscal 2023:
a) Stock Options (ESOP):Before sub-division of Companys equity shares
1,24,495 stock options were exercised against which equivalent number of equity shares of
10/- each were transferred by the TDPSL Employee Welfare Trust in terms of the Plan to
the respective ESOP grantees. However, post sub-division, 163,270 stock options (after
appropriate adjustment as stated above) have been exercised against which equivalent
number of equity shares having face value of 2/- each has been transferred to the ESOP
grantee by the TDPSL Employee Welfare Trust.
b) Stock appreciation Rights (ESARS): Before sub-division of Companys
equity shares 1,05,029 equity shares having face value of 10/- each were issued &
allotted under the Plan on account of exercise of119,600 ESARs by grantees.
The plan is in compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("Regulations"). A certificate from
Secretarial Auditors of the Company that the plan is implemented in accordance with the
said Regulations has been obtained and it shall be made available at the ensuing Annual
General Meeting for inspection by member. The applicable disclosure as stipulated under
the Regulations with respect to the plan is disclosed in Annexure 10 to the report
and available on the website of the Company at www.tdps.co.in.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, investments, guarantees and securities along with
the purpose for which such loan or guarantee or security is provided are disclosed in Note
number 5 &6 to the Financial Statements for the year ended March 31 2023.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval is obtained for the related party
transactions which are repetitive in nature. In case of transactions which are unforeseen,
the Audit Committee grants an approval to enter into such unforeseen transactions,
provided the transaction value does exceed the limit of Rs.1 Crore per transaction, in a
financial year. The Audit reviews all transactions entered into pursuant to the omnibus
approvals so granted, on a quarterly basis.
All transactions with related parties entered into during the fiscal
2023 were at arms length basis and in the ordinary course of business. During the year
under review, there were no transactions for which consent of the Board was required to be
taken in terms of Section 188(1) of the Act, however the details of material transaction
in term of Companys policy for determining material related party transaction and
Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 and is appended as Annexure
2 to the Report. The said policy is available on the Companys websitewww.tdps.co.in.
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 8 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 9 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 DIRECTOR
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 9.
SUBSIDIARIES
As on March 31, 2023, 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 AnonimSirketi
in Turkey. Each of the above subsidiaries are directly owned 100% by TD Power systems
Limited.
During the year, the Board of Directors reviewed the affairs of the
said subsidiaries every quarter. 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
1 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
In line with the decision to scale down operations & exit
completely from business, no operations were undertaken in this subsidiary during the
fiscal under Report. The total Income (other Income) for the year was 4.04 lakhs from
Interest on deposits with bank. After accounting for other fixed costs, the earnings
before interest, tax, depreciation & amortization including other income and
exceptiona item amounts to a loss of 7.16 lakhs. Due to an exceptional item as per note
13 to the financial statements of this Company, the profit after tax including exceptional
item is 55.62 lakhs as against 762.26 lakhs in the previous year ended March 31, 2022.
Net worth of the Company as at March 31, 2023 continues to be positive
owing to substantial reduction of accumulated losses.
US SUBSIDIARY
The operations of this Company during the fiscal 2023 resulted in a
total revenue of 4,834.63 Lakhs including other income of 53.74 as compared to
3095.07 Lakhs in Fiscal 2022. The profit after tax for the year is 388.08 Lakhs in
fiscal 2023 as compared to 181.91 Lakhs in fiscal 2022. The total comprehensive income
(after accounting for foreign exchange difference on translation of foreign operations)
for the fiscal 2023 is 345.48 Lakhs as compared to 135.22 Lakhs in fiscal 2022. During
the fiscal 2023 this subsidiary has repaid $ 3,00,000 as compared $ 50,000 in fiscal 2022
which was provided as loan by the Holding Company.
Market for TDPS Generators in North America, Central America and South
America continues to improve compared to previous year. Overall acceptance of TDPS
generators is growing and nearly complete with the major OEMs and packagers in this
region. Majority of customers are satisfied with TDPS pricing, lead times and overall
support.
Owing to the current world situation and the immense pressure due to
high energy cost, some loosening is expected in some critical markets such as Oil &
Gas, onshore pipelines, fracking and offshore drilling/production, meaning more
opportunity for this Company.
Projects which were on hold due to Covid 19 situation are being
executed gradually. Renewables market remains very soft with very limited new hydro
projects in North America and limited Geothermal opportunities. Solar and wind not yet
open to our products. Majority of Hydro activity continue as rehabilitation of existing
facilities and equipment, throwing up a potential opportunity going forward. During the
year, new customers were added & special project machines were also supplied by the
company.
Steam and Gas markets present growth opportunities. In the ongoing
year, growing Co gen projects, hydrogen plants, projects related to sugar, ethanol, paper,
water and Oils and & replacement machines present good opportunities in the Steam
generator market & efforts are on to maximize opportunities in these areas with
captive OEMs and Packagers. In the Gas market, higher volume of approved products for
mobile applications with existing customers, push for increased participation in land
based project with new machines and certain new projects including replacement. During the
year, development is made on establishing customer base for synchronous and induction
motors and induction generators. The effort is also made to build presence of our products
in market with existing customer. The Company is reporting growing activity level with
increased volume of offers going out and it is anticipated that order intake will grow in
ongoing year as well.
JAPAN SUBSIDIARY
The subsidiary incorporated in March 2013 was scaled down in fiscal
2017 since conducting business through a branch of the Company was considered expedient in
view of the operational convenience and business requirements & accordingly no
business has been carried on in TDPS Japan since March 2022. The loss after tax for the
fiscal 2023 was 10.20 lakhs as compared to 10.88 lakhs in fiscal 2022. The total
comprehensive loss (after accounting for foreign exchange difference on translation of
foreign operations) for the fiscal 2023 is 8.23 lakhs as compared to 12.37 lakhs in
fiscal 2022.
Considering the above an application to liquidate the TD Power Systems
Japan Limited (TDPS Japan) was filed with appropriate statutory authorities in Japan and
the TDPS Japan has been voluntary liquidated and ceased to be in existence with effect
from June 26, 2023 in terms of the closed registration certificate received from the Tokyo
Legal Affairs Bureau.
GERMAN SUBSIDIARY
The total revenue for the fiscal 2023 is 9,252.73 Lakhs as compared
to 8,766.42 Lakhs in fiscal 2022. Profit before ax is 164.97 Lakhs in fiscal 2023 as
compared to 264.71 Lakhs in fiscal 2022. The total comprehensive income (after
accounting for foreign exchange difference on translation of foreign operations) for the
fiscal 2023 is 118.06 Lakhs as compared to 161.87 Lakhs in fiscal 2022.
The gas engine generators market continues to experience robust growth
and a strong order book, indicating a promising outlook for this sector. The steam turbine
generators sector remains strong with numerous projects within Europe and OEMs expanding
their offerings to projects outside of Europe. Additionally, the hydro turbine generator
sector has shown significant improvement, attracting new customers and boasting a strong
order book for installations in Turkey and South East Asian countries, facilitated by
European OEMs. We have received a breakthrough order from WWS Wasserkraft, an Austrian-
based company. We are supplying 2 units of 3MW, 14-poles generators to WWS Wasserkraft for
installation in Indonesia. Another notable project is a drop-in replacement of 24MW,
4-poles competitors Geothermal generator to Maren Energy in Turkey. Maren Energy is one
of the major companies with large number Geothermal power plants in Turkey. Furthermore,
we have also garnered interest from other customers, and negotiations are currently
underway for potential orders. The positive response from these customers reflects the
strong reputation and appeal of our products in the market.
TURKEY SUBSIDIARY
In The total revenue for the fiscal 2023 is 2,759.51 Lakhs compared
to 6,592.89 Lakhs in fiscal 2022. The profit before tax in fiscal 2023 is 263.89 Lakhs
as compared to 493.24 Lakhs in fiscal 2022. The total comprehensive loss (after
accounting for foreign exchange difference on translation of foreign operations) for the
fiscal 2023 is 48.53 Lakhs as compared to 357.10 Lakhs in fiscal 2022 mainly due to
foreign exchange translation Loss of 180.42 Lakhs which is notional in nature due to
sharp depreciation of Turkish Lira to Indian Rupee from 5.15 (TL to INR) at the
beginning of the year to 4.29 (TL to INR) at the end of year, a drop of 20%.
There have been recent revisions to the incentive schemes in Turkey,
leading to a more favourable environment for the local production market. The geothermal
sector is expected to experience a substantial upturn, as incentives have been extended up
to 15 years. Furthermore, there are anticipated incentives for the waste-to-energy market,
which is projected to witness a rise in the near future. TDPS has established a good
reputation in the market and is now opening up projects to TDPS India for imported
generators where local generators are not required. Overall, the number of projects in
Turkey has been on an increasing trend over the past year.
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. The Board is of the opinion that the
Companys IFC is commensurate with the nature and size of its business operations and
operates effectively with no material weakness. The Company has a process in place to
continuously monitor the IFC, 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, 2023, 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 p r e v e n t i n g a n d d e t e c t i
n g fr a u d a n d o t h e r 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, COMMITTEES & MEETINGS
The details of composition of the Board and its committees is disclosed
in the Report on Corporate Governance forming part of this Report. In compliance of the
Companies Act, 2013 and SEBI LODR, the Company has five (5) Committees of the Board as on
March 31, 2023 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and Risk Management
Committee.
During the fiscal 2023, Board and Committee meetings were held as
prescribed. The details of such meetings are given in the Corporate Governance Report that
forms part of this Report. As prescribed by the Companies Act, 2013 the maximum gap
between any two meetings of the Board did not exceed 120 days.
Pursuant to provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Mohib N Khericha (DIN: 00010365) retires by rotation at
the ensuing 24th Annual General Meeting of the Company and being eligible, offers himself
for re-appointment.
Mr. Mohib N Khericha, aged 71 years, is a Chartered Accountant by
qualification. He is the Non - Executive Chairman of the Company since July 5, 2001. He is
a Chartered Accountant with over four decades experience in capital structuring,
restructuring, financial management and loan syndication. He ventured into merchant
banking in the year 1994. As on date, Mr. Mohib N Khericha does not hold Equity Shares of
the Company. He has attended 4 out of 5 Board Meetings of the Company held during fiscal
2023.
He is also a Non-executive Chairman of the Companys wholly owned
subsidiary DF Power Systems Private Limited. He is not related to any other Director of
the Company.
KEY MANAGERIAL PERSONNEL
Mr. Nikhil Kumar, Managing Director, Ms. M N Varalakshmi, Chief
Financial Officer and Mr. Bharat Rajwani, Company Secretary are the Key Managerial
Personnel of the Company as on March 31, 2023.
During the year, Mr. Bharat Rajwani was appointed as Company Secretary
& Compliance Officer of the Company with effect from February 18, 2023 in place of Mr.
N Srivatsa, who superannuated from services of the Company with effect from the close of
business hours of February 17, 2023.
RISK MANAGEMENT
The Companys Risk Management committee has been entrusted with the
responsibility of overseeing the risks that the Company faces such as strategic,
commercial, safety, operations, compliance, internal control and finance, cyber risk etc.
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 8 to the Report.
AUDITORS & REPORTS STATUTORY AUDITORS
M/s. Varma & Varma, Chartered Accountants, Bengaluru were
re-appointed as Statutory Auditors of the Company at the 23rdAnnual General Meeting (AGM)
held on September 27, 2022 for a period of 5 years, commencing from the conclusion of
23rdAGM till the conclusion of 28thAGM.
The Auditors Report on the financial statements for the fiscal 2023
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 2023.
The Secretarial Auditors Report for the fiscal 2023 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 7 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
issued by Mr. Sudhir V. Hulyalkar practicing Company Secretary does not contain any
qualification, reservation or adverse remark.
COST AUDITOR, COST ACCOUNTS AND RECORDS
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
2023. In terms of Section 148 of the Companies Act 2013, the Company has maintained cost
accounts for the year ended March 31, 2023 as prescribed which are subject to a Cost
Audit.
DISCLOSURE
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 92(3) read with 134(3) of the Companies Act,
2013, the Annual Return as of March 31, 2023 is made available on the website of the
Company at www.tdps.co.in.
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 2023 in relation
to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo is provided in the Annexure 3 forming part of this Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The BRSR in terms of Regulation 34(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 is disclosed as Annexure 11 of this report. The
said report has been prepared in accordance with SEBI Guidelines for Business
Responsibility and Sustainability Reporting. The said report indicates the Companys
performance against the nine principles of the National Guidelines on Responsible Business
Conduct.
PARTICULARS OF EMPLOYEES
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 102.00 lakhs or more and employees employed for part of the
year and in receipt of remuneration of 8.50 lakhs or more per month, pursuant to Rule
5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
as in Annexure 5 to this Report.
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
4 to this Report
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility (CSR) Committee of the Board sets
the Companys CSR Policy. 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 are as per Annexure 6 and forms 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. Details of shares issued during this fiscal 2023 under TDPSL Equity
Based Compensation Plan 2019 has been disclosed in the director report and no sweat equity
shares were issued.
4. There were no deposits covered under Chapter V of the Companies Act,
2013.
5. During the year no loan has been given by the Company to the TDPSL
Employee Welfare Trust for purchase of its own shares under TDPSL Equity Based
Compensation Plan 2019.
6. The Managing Director draws a part of his remuneration from TD Power
Systems Europe 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 no incidents
reported/ occurred requiring proceedings pursuant to the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
9. During the fiscal 2023 the Company has not transferred any amount to
reserve.
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.
Further MCA General Circular No.10/2022 dated December 28, 2022 and
SEBI Circular No. SEBI/HO/CFD/PoD- 2/P/CIR/2023/4 dated January 5, 2023 exempts companies
from the provision of dispatching hard copies of annual report for this fiscal 2023,
Accordingly, soft copies of the Annual Report 2023 and the Notice of the General meeting
will be emailed to shareholders, However, hard copy of full annual report will be sent to
those shareholders who request for the same. Members whose email id is not registered with
the Company may write to investor.relations@tdps.co.in or
prathan.shetty@linkintime.co.infor 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.
|
For and on behalf of the Board of Directors |
| Ahmedabad |
Mohib N Khericha |
| July 12, 2023 |
Chairman |
+91-9892691696
