Techno Electric & Engineering Company Ltd Directors Report.
The members of
Techno Electric & Engineering Company Limited (Formerly - Simran Wind Project Limited)
Your Directors take pleasure in presenting the 14th annual report, along with the audited accounts of the Company, for the year ended 31st March, 2019.
Brief financial details of its EPC business and Power Generation business are provided below:
|Year ended 31st March 2019||Year ended 31st March 2018|
|Profit before finance cost and depreciation||30,837.43||33,107.27|
|Less : Finance Cost||1,227.18||2,354.88|
|Profit before tax||25,427.93||26,516.24|
|Provision for taxation||7,268.61||6,486.11|
|Profit after taxation||18,159.32||20,030.13|
|Balance brought forward from previous year||23,414.40||14,771.35|
|Balance acquired on Amalgamation||-||3,612.92|
|Transfer to general reserve||15,000.00||15,000.00|
|Surplus carried to balance sheet and OCI||26,573.72||23,414.40|
Your Directors have not recommended any dividend for the financial year ended 31st March, 2019 and decided to reinvest the same in the business of the Company.
Your Directors have proposed to transfer 15,000.00 lakhs to General Reserve for the year under review.
During the year under review, your Company has registered and achieved turnover of 87,915.14 lakhs from EPC Business, 10,624.70 lakhs from the Energy Sale (Power) Business and also earned other operating revenue of 324.52 lakhs. The profit after tax was at 18,159.32 lakhs.
During the year 2018-19 the following projects were completed successfully:
1. Contract for execution of 2 Nos. 765 kV bay at 765kV D/C Darlipalli Jharsugda line (NTPC Ckt.-1&2) at 765/400kV Jharsugda (Sundergarh) Pooling Station under Transmission System associated with Darlipalli TPS.
2. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension of 400kV & Construction of 220kV (New) Indore Substation [including 2x500 MVA, 400/220/33kV auto transformer] and (c) Extension of 400kV & 220kV Itarsi Substation [including 1x500 MVA, 400/220/33kV auto transformer] under WRSS-XIV of PGCIL.
3. Contract for Supply and Service of Substation Package-SS02 (AIS) for (i) Extension of 400kV Tuticorin substation under connectivity with Kundankulam 3 & 4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220kV NP Kunta Substation (with 4 nos. of 220kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220kV NP Kunta Substation including supply of 1x500MVA, 400/220kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.
4. GIS Sub-station Package-SS01 for Extension of 765kV (i) 765 kv 400kv GIS s/s at Jharsuguda S/s (ii) 765 kv outdoor GIS (bus-section) at Jharsuguda S/S (iii) Extn. of 400kv Jharsuguda GIS S/S under POWERGRID works associated TBCB Line under Common Transmission System for Phase-II Generation Projects in Odisha.
5. Contract for Supply & Services for Construction of IEC:61850 complaint 400 kV Grid Substation at Jodhpur (New), Kankani of RRVPNL.
6. Construction of 230kV GIS Line Bay at PGCIL, Tirunelveli Substation for Suzlon Power Infrastructure Ltd.
7. Contract for Supply and Service of Substation Package-SS02 for (i) 765kV Vindhyachal Pooling Station Extension & 765kV Jabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765kV Solapur Substation Extension & 400kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.
8. Substation Package SS01 for construction of 765/400 KV Bikaner (New) Sub-station (including supply of 765 KV Circuit Breaker and 400 KV Bus Reactor) and Extensions of 765 KV Ajmer Moga Sub-station associated with Green Energy Corridor ISTS-Part-D.
9. Substation package for STATCOM installations at: i) 400 kV Lucknow and 400 kV Nalagarh substations under installation of STATCOMs in northern region; and ii) 400 kV Gwalior substation under installation of STATCOMs in Western Region.
The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:
1. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.
2. GIS Sub-station Package MEG-SS-02 for Meghalaya associated with NER Power System Improvement Project.
i) 220/132/33kV New Shillong (New) GIS,
ii) 220/132kV Mawngap GIS (Upgrade), iii) 220kV Byrnihat AIS (Extn)].
3. Substation Package - SS02 for i) 765 kv Champa Pooling station, ii) Extension of 765/400 kV Dharmjaygarh Substation (including 1 no. 125 MVAR, 420 kV Bus Reactor), iii) 765/400 kV Raigarh (Kotra) Pooling Station (including 1 no. 125 MVAR, 420 kV Bus Reactor) under WRSS-18, iv) Extension of 765 Kv Indore station : v) 400 kV Rajgarh Substation (including 1 no. 63 MVAR, 420 kV Reactor) under Khargaon TPS & vi) Procurement of 1 No. 50 MVAR, 420 kV Spare Reactor along with associated NGR & SA at ITARSI substation.
4. Contract for Rural Electrification work of Dhanbad Package comprising of Dhanbad, Bokaro & Ramgarh District in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUJY) of Jharkhand Bijli Vitran Nigam Ltd.
5. Installation, testing and commissioning of 400/220 kV, 7X167 MVA Substation at New Kohima associated with North Eastern Region Strengthening Scheme-VI (NERSS-VI) of Kohima-Mariani Transmission Limited.
6. Contract for Substation package-SS02 for (i) Ext. of 400kV (AIS) / 220kV(GIS) Gaya S/S (including 1 No. 500MVA ICT) & 400kV (GIS)/220kV (AIS) New Siliguri S/S associated with Eastern Region strengthening Scheme-XVII (Part-B) & (ii) Extn. of 400kV Kishanganj GIS under HEPs for Bhutan (iii) Extn. of 400kV Kishanganj GIS under HEPs for Bhutan and (iv) Transmission line part for Muzaffarpur D/C line under Line bays at Muzaffarpur for Muzaffarpur - DALKHEBAR 400 KV D/C Line of PGCIL.
7. Contract for Rural Electrification work of Chatra Package comprising of Chatra Districts in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUGJY) of Jharkhand Bijli Vitran Nigam Limited.
8. Substation Package -NAG-SS-01 including Transformer for (i) 132/33kV Longnak (New) s/s & (ii) 132/33kV Longleng(New) s/s under Transmission System for Nagaland State associated with NER Power System Improvement of PGCIL.
9. Contract for Supply, Erection of material /equipment for (i) 440/220kV Substation at Ramadugu, Karimnagar (ii) 2 Nos. 400kV Quad bays at 400/220/132kV Substation at Narsapur, Medak District on Turnkey basis of Transmission Corporation of Telangana Limited.
10. Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afghanistan Breshna Sherkat.
11. Establishment of 230kV GIS bay - 1 No. at PGCIL substation, Tirunelveli for SIEMENS Gamesha.
12. Contract for Construction of 2 nos. 400 kV GIS Line Bays for Termination of Jeerat (New) - Jeerat (WBSETCL) 400 kV D/C Line (ERSS XVIII), Construction of 2 nos. of 400 kV GIS Line Bays for Termination of Sagardighi TPS - Subhasgram PGCIL 400 kV S/C Line (ERSS XV A) and Modification of Termination Arrangement of 4 nos. 400 kV Existing Feeders at Jeerat 400 kV Substation (ERSS XV B), District - 24 Parganas (North) in State of West Bengal of WBSETCL.
During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:
1. Contract for commissioning of 1 No. of 230KV GIS Terminal Bay Expansion work at Tirunelveli - PGCIL of Vestas Wind Technology India Pvt. Ltd.
2. Contract for Commissioning for 2 x 150 MVA, 220/33kv Baranda SS, 2 x 150 MVA, 220/33kv Junachaya SS & 3 x 220 kv HGIS at PGCIL Bhuj SS for Suzlon Power Infrastructure Ltd.
3. Contract for Construction of 220/132/33 KV (2x160 + 3x50) MVA, GSS at Asthawan, District Nalanda including Residential Quarters with Construction of 02 Nos. 220 KV Line Bays & 06 Nos. 132 KV Line Bays at remote end on Turnkey Basis under State Plan on turnkey basis under State Plan of Bihar State Power Transmission Co. Ltd.
4. Contract for 220kv Terminal Bay Extension of 1 Bay (Bay # 230) with Hybrid GIS at Existing 765/400/220Kv PGCIL Bhuj Substation for Alfanar Power Pvt. Ltd.
5. Contract for New Connection to left over rural / urban household under ESSD at Nirsa, Tundi, Mukunda, Gobindpur, Hirapur, Barwadda & Chirkunda under Pradhan Mantri Sahaj Har Ghar Yojna - Saubhagya Scheme of Jharkhand Bijli Vitran Nigam Limited.
6. Contract for Conversion of unmetered consumer to metered consumer under ESDD at Nirsa, Tundi, Mukunda, Gobindpur, Hirapur, Barwadda & Chirkunda under JSBAY Scheme with all service connection materials of Jharkhand Bijli Vitran Nigam Limited.
7. Contract for Construction of 132kV Substations and Transmission Lines with associated feeder bays in Western and Central MP (SOR Based) on total Turn-Key Basis of Madhya Pradesh Power Transmission Co. Ltd.,
8. Contract for Conversion of unmetered consumer to metered consumer under ESDD at Gola, Chitrapur & Ramgarh under JSBAY Scheme with all service connection materials of Jharkhand Bijli Vitran Nigam Limited.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred subsequent to the close of the financial year of the Company, except the buy-back of 26,82,400 equity shares by the Company at a price of 410 per share amounting to 109,97,84,000, to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company and subsequent reduction of paid up equity capital.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and the Companys operations in future.
INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT
The Company has adequate internal financial controls in place to manage its affairs.
Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.
The Audit Committee reviews the reports submitted by the Internal Auditors in its meeting.
SUBSIDIARIES & ASSOCIATES Material Subsidiary:
Your Company doesnt have any material subsidiary.
Non-material Subsidiary and Associates:
Your Company has the following non-material non-listed subsidiaries namely:
Techno Infra Developers Private Limited;
Techno Green Energy Private Limited;
Techno Clean Energy Private Limited;
Techno Wind Power Private Limited;
Techno Power Grid Company Limited; and
Rajgarh Agro Products Limited.
Your Company doesnt have any associate.
The Annual Reports of the subsidiary companies are not attached to the Annual report; however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours and at the website at www.techno.co.in. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report in compliance with the general circular.
OUTLOOK & OPPORTUNITIES
Indian power sector has undergone noteworthy change in generation, transmission capacity addition and the distribution that is redefining the industry outlook. There is steady growth in demand for electricity with pick-up in the economy. The government has implemented various progressive measures to maximise power generation capacity and to improve distribution. The demand is expected to rise further in the years to come. Electrification is increasing with the support of the government schemes like DDUGJY (Deendayal Upadhyaya Gram Jyoti Yojana) and IPDS (Integrated Power Development Scheme). The government has also delicensed the electrical machinery industry and allowed 100 per cent foreign direct investment (FDI) in the sector. India has made great steps in raising access to electricity by adding more than 13 crore people to the power grid.
The major growth in the sector has been witnessed in renewable source with capacity reaching to 69,022 MW (growth of 20%). However, despite the capacity addition in generation and transmission there was no satisfactory increase in the peak deficit situation during financial year 2018.
On the policy and regulatory front, the Government and Regulatory bodies continued the reform process for improvement in efficiency in various aspects of power supply. Government of India launched "Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA)" to achieve universal household electrification in the country. Ministry of New and Renewable Energy (MNRE) launched competitive bidding for procurement of power from wind projects.
Techno, being a major player in project implementation segment in the power sector as well as a producer of renewable energy, is prepared to address the future challenges and to reap the benefits in the power sector.
LISTING OF SHARES
The equity shares of the Company were listed on 4th December, 2018 with BSE Ltd., and the National Stock Exchange of India Ltd.
As on 31st March, 2019, the Board had Five Independent (Non-Executive) Directors, One Managing Director (Executive), One Whole-time Director (Executive) and One Non-Independent Woman Director (Non-Executive). Steps are being taken to appoint a Woman Independent Director at the ensuing Annual General Meeting to comply with the SEBI requirement applicable to the Company w.e.f 2019-20.
Director retiring by rotation seeking reappointment
Ms. Avantika Gupta, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be re-appointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:
Ms. Avantika Gupta, aged about 29 years residing at 2B, Hastings Park Road, Block - C, Alipore, Kolkata - 700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 4 years.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -
Mr. Padam Prakash Gupta, Managing Director,
Mr. Ankit Saraiya, Whole-time Director,
Mr. Pradeep Kumar Lohia, Chief Financial Officer and
Mr. Niranjan Brahma, Company Secretary and Compliance Officer.
Statement on declaration by independent directors
The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which regulation shall be applicable on the Company. The declaration is attached with the report as a separate annexure.
MEETINGS OF DIRECTORS Board Meeting
During the year 2018-19, six meetings of the board of the Company were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
Independent Directors Meeting
The Independent Directors of the Company had met on 9th February, 2019 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.
The Board comprises Members having expertise in Technical, Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Act is available on Companys website at www.techno.co.in.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The Nomination and Remuneration Committee of the Board comprises three independent directors. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other Matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.
The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has in place a Corporate Social Responsibility (CSR) Committee comprising of two independent directors and one non-executive director. The Committee has formulated a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at www.techno.co.in. During the year, the Company has spent 50.00 lakhs on its own and 221.00 lakhs through its Trust, on CSR activities as against 194.13 lakhs. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (Act), is annexed to this report.
RISK MANAGEMENT COMMITTEE
The Company has a Risk Management Committee comprising of three directors.
The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company.
The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
The Company has established the vigil mechanism that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company.
The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilisation of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Companys website at www.techno.co.in.
The Company has an Audit Committee in place with three independent directors as its members. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has in place a Stakeholders Relationship Committee comprising of three directors with one independent director as its Chairperson. The Committee meets once in every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Your Directors confirm:
a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Companys state of affairs and profit at the end of the financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the year ended 31st March, 2019 is on a going-concern basis.
e) That proper internal financial control has been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any deposits from public or others during the year under review.
Members of the Company at the Annual general Meeting ("AGM") held on 11th September, 2017 had approved the appointment of M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E as the Statutory Auditors of the Company for a period of 5 years subject to ratification at the AGM every year. Even though the ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement in terms of the provisions relating to statutory auditors under the Companies Amendment Act, 2017, notified on 7th May,
2018, the Company will ratify the appointment to comply with the original terms of appointment approved by the shareholders. Accordingly, the appointment of present Auditors, M/s. Singhi & Co., Chartered Accountants was ratified by the Shareholders at the Annual General Meeting held on 29th September, 2018 and subject to ratification at the ensuing AGM.
The Auditors are eligible to continue as Statutory Auditors of the Company and have conveyed their eligibility and willingness to continue.
The Auditors have audited the book of accounts of the Company for the Financial Year ended 31st March, 2019 and have issued the Auditors Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.
The Board appointed M/s. Babulal Patni, practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19 and their report is annexed to this report. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.
The Board has also appointed M/s. Babulal Patni as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2019-20.
In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Mr. Saibal Sekhar Kundu as the cost auditors of the Company for the year ending 31st March, 2020.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM.
The Cost Audit for the year under review is conducted on time and the Report for the year ended 31st March, 2019 will be forwarded to the Central Government within the statutory time limit.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, as amended vide The Companies (Amendment) Act, 2017 (notified on 31st July, 2018) the extract of the annual return is placed in the web address of the Company at www.techno.co.in at the following link: http://www.techno.co.in/Content/ InvAnnualRecon/Extract_of_Annual_Return.pdf
There was no change in the share capital of the Company during the year under review, except the allotment of 11,26,82,400 new equity shares of 2 each without consideration and cancellation of 89,10,56,331 old equity shares pursuant to Scheme of Amalgamation sanctioned by the Honble National Company Law Tribunal, bench at Allahabad.
Further, the Company at its Board Meeting held on 13th December, 2018, had decided and declared Buyback of 26,82,400 Equity Shares of 2 each at a price of 410/- per share for a total consideration of 109,97,84,000. The said Buyback was carried on in accordance with SEBI (Buyback of Securities) Regulation, 2018, the provisions of Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014.
The Buyback process was completed on 23rd April, 2019.
Post Buyback of 26,82,400 equity shares, the issued, subscribed and paid up equity capital was reduced to 22,00,00,000 divided into 11,00,00,000 equity shares of 2 each.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
A sum of 2,66,100 being the unpaid / unclaimed dividend for the year ended 31st March, 2011 was required to be transferred to the Investor Education and Protection Fund on 2nd November, 2018, but couldnt be transferred till now due to technical issue in the MCA website relating to the CIN and Name of the Company.
The Name and the CIN of the Company have not been linked properly, post amalgamation. Therefore the name of the Company is not appearing on the IEPF menu of MCA for challan generation.
The dividend for the year ended 31st March, 2012 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by 10th September, 2019.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.
BUSINESS RESPONSIBILITY REPORT (BRR)
A Business Responsibility Report (BRR) in the prescribed format as required by Securities and Exchange Board of India (SEBI) for the stakeholders is annexed to this report.
Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 read with Circular No. SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December, 2015, as advised by SEBI, the Integrated Reporting has also been adopted.
We have also provided the requisite mapping of principles between the Integrated Report, the Global Reporting Initiative (GRI) and the Business Responsibility Report as prescribed by SEBI. The same is annexed on our Annual Report.
REPORT ON CORPORATE GOVERNANCE
Since the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was applicable to the Company, a report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No.F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report. The Company shall also comply with the aforesaid regulation and implement.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The loans or guarantee given by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any investments beyond the limits prescribed under the aforesaid section during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into contract or arrangement with related parties during the year under review within the guidelines of its policy and the Act and has not entered into any contract or arrangement with related parties in violation of its policy or the Act. The business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. A Committee with one Independent Member Mr. Ajay Agarwal, who is a consultant on the subject, is in place for prevention and redressal of the grievances relating to sexual harassment. The Company organises workshop on regular intervals to spread awareness about the sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis report is annexed and forms an integral part of the annual report.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Companys bankers for their continued support to the Company. The Directors look forward to their support in future.
|For and on behalf of the Board of Directors|
|Place : Kolkata||(P. P. Gupta)|
|Date : 30th May, 2019||Chairman|