Technofab Engineering Ltd Directors Report.

Dear Members,

The Directors of your Company take pleasure in presenting the Forty Eighth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year ended 31st March 2019 are summarized below:

(Rs. in Million)

Particulars

2018-19

2017-18

Revenue From Operations 3703.69 4348.50
Other Income 32.75 23.57
Total revenue 3736.43 4372.07
Earnings Before Interest(Finance Costs), Tax, Depreciation and Amortisation (EBITDA) (99.98) 550.66
Less: Finance costs 298.74 299.90
Profit/ (Loss) before tax, depreciation and amortisation (398.72) 250.76
Less: Depreciation and amortisation expenses 42.95 41.43
Profit/ (Loss) before tax (PBT) (441.67) 209.33
Less: Tax expenses [net of deferred tax effect and Tax adjustment for (150.12) 73.83
Earlier years (net)]
Profit/ (Loss) after taxation (PAT) (291.55) 135.50
Other Comprehensive Income for the year (0.80) 1.75
Total Comprehensive Income for the year (290.74) 137.25
Retained Earnings- Opening Balance 1158.83 1063.33
Less: Dividend declared on Equity Shares @ 2.00 per share 20.98 Nil
Less: Dividend Distribution Tax 4.31 N.A.
Add: Profit for the Year (291.71) 135.50
Less: Transferred to General Reserve NIL 40.00
Retained Earnings- Closing Balance 841.83 1158.83

Overview & State of the Companys Affairs

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April 2017 pursuant to the notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by Ministry of Corporate Affairs.

During the current financial year, there has been a drop in turnover by 14.94 % as compared with that in the last financial year and consequently it has incurred a loss of Rs. 44.17 Crore in the financial year ended 31 March 2019 as the low turnover was unable to cover the total cost and other expenditures in this financial year. The below par performance of the Company, among other things, were attributable due to the lack of availability of enhanced working capital facilities from the Bank, settlement/writing off certain debts. The Sectoral wise business review/ operational performance are detailed in Management Discussion & Analysis.

There has been no change in the nature of business of your Company during the year under review.

Dividend & Appropriations

In view of loss incurred by the Company during the current financial year, the Board did not recommend dividend to be paid to the Shareholders of the Company.

UNPAID / UNCLAIMED DIVIDEND AND TRANSFER TO IEPF

Pursuant to the circular issued by Ministry of Corporate Affairs (MCA) with respect to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with the Companies) Rules, 2012 vide G.S.R. 342 (E) dated May 10, 2012, your Company has uploaded on its website www.technofabengineering.com under Investor Relation Section as well as on the Ministrys website the information regarding Unpaid / Unclaimed Dividend amount lying with the Company as on 28th Day of September, 2018 (date of last Annual General Meeting). In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs. 20,328/- of unpaid / unclaimed dividend were transferred during the year to the Investor Education and Protection Fund.

SUBSIDIARIES

The Company has three subsidiaries viz. Arihant Flour Mills Private Limited, Woodlands Instruments Private Limited and Rivu Infrastructural Developers Private Limited which are wholly owned by the Company. These companies are much smaller and there have not been any material business activities in these companies.

The financial statements of the subsidiaries and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company. (www.technofabengineering.com) in Financials page. As required under the provisions of Section 129 of the Companies Act, 2013, a statement containing the salient features of financial statements of all subsidiaries in Form AOC-1 is annexed with the financial statements as "Annexure [A]" and forms part of this Report which covers the performance and financial position of the subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the financial year 2018-19 have been prepared on the basis of audited financial statements of the Company and its subsidiaries, as approved by their respective Board of Directors keeping in view the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

RESERVES

During the year, the Board of Directors of your Company has not transferred any amount to the General Reserves of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE DATE OF END OF FINANCIAL YEAR AND THE DATE OF REPORT

Except as reported elsewhere in this report, if any, there is no material changes and commitments affecting the financial position of the Company between the end of financial year viz. 31 March 2019 and to the date of this Report.

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

During the year under review, there was no change in the total share capital of the Company. As on March 31, 2019, the paid-up equity share capital of the Company stands at Rs. 10,49,00,000/- comprising of 1,04,90,000 equity shares of Rs. 10/- each fully paid up. As on March 31, 2019, all the shares of the Company are in dematerialized form except 11 shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and its composition

The number of Board Members has been reduced to four on account of sad demise of Mr. Avinash Chander Gupta, Chairman & Whole-time Director on 27 July 2019. Mr. Gupta was promoter & founder member of the Company and had played crucial leadership roles through his long career. He was associated with the Company as Chairman & Managing Director of the Company until 15 January 2019. Thereafter his designation was changed to Chairman & Whole-time Director of the Company.

The Company immensely benefitted from his vision and leadership during his tenure. His sudden and unexpected passing away will be an irreparable loss to the Company. The Board places on record its deep sense of appreciation of the guidance and valuable contribution made by him during his tenure as Chairman/Managing Director of the Company and wishes his soul may rest in peace.

The designation of Mr. Arjun Gupta was changed from Whole-time Director to Managing Director w.e.f. 15th January 2019 with the approval of shareholders. He has also been appointed as chairman of the Company w.e.f. 14th August 2019. However his office expires on 31st March 2020. In view of the same, the Board upon the recommendation of Nomination & Remuneration Committee but subject to approval of shareholders, has re-appointed Mr. Arjun Gupta as Chairman & Managing Director of the Company w.e.f. 1st April 2020 for three years. In this connection necessary resolution forming part of the notice of the ensuing Annual General Meeting is proposed to be passed by shareholders by way of Special Resolution.

Pursuant to the provisions of the Companies Act, 2013, the members at the 43rd AGM of your Company held on 25th September 2014 appointed Mr. Arun Mitter & Mr. Pawan Chopra as Independent Directors to hold office for 5 (five) consecutive years for a term up to 24th September 2019. Mr. Arun Mitter & Mr. Pawan Chopra are eligible for re-appointment as Independent Directors for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 48th AGM of your Company, the re-appointment of Mr. Arun Mitter & Mr. Pawan Chopra as Independent Directors for a second term of 5 (five) consecutive years from 25th September 2019 to 24th September 2024. Apart from the foregoing, the age of Mr. Pawan Chopra is more than 75 years. The Board upon approval of Nomination & Remuneration Committee has recommended to the Shareholders to give approval in this regard in accordance with Regulation 17(1A) of the Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013, the members at the 44th AGM of your Company held on 25th September 2015 appointed Mrs. Anju Banerjee as Independent Director to hold office for 5 (five) consecutive years commencing from 31st March 2015 i.e. upto 30th March 2020. Mrs. Banerjee is eligible for re-appointment as Independent Director for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 48th AGM of your Company, the re-appointment of Mrs. Anju Banerjee as Independent Director for a second term of 5 (five) consecutive years from 31st March 2020 to 30th March 2025.

As on date, the Company has four Directors, of the four (4) Directors, one (1) is Executive Director and three (3) are Non-Executive Independent Directors including one Woman Director. The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including all amendments thereto.

None of the Director on the Board is a director in more than 8 Public/ Listed Companies or a member of more than 10 Committees or a Chairman of more than 5 Committees across all listed companies in which he/she is a Director.

Necessary disclosures regarding Committee positions in other Public Limited Companies as on 31st March, 2019 have been made by all the Directors of the Company. None of the Companys Directors are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

Directors liable to retire by rotation

As per the provisions of the Companies Act, 2013, Mr. Arjun Gupta retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re -appointment. The Board recommends his re-appointment in the ensuing Annual General Meeting. The details of Director being recommended for reappointment as required under Regulation 36 of Listing Regulations is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders approval are also included in the Notice.

Key Managerial Persons (KMPs)

During the period under review, there is no change in the Key Managerial Personnel (KMP) except vacation of office of Chairman & Whole-time Director on account of sad demise of Mr. Avinash Chander Gupta.

As on date, Mr. Arjun Gupta, Chairman & Managing Director, Mr. Sandeep Kumar Vij, CFO and Mr. Suman Kumar Verma, Company Secretary are the KMP of the Company. Details relating to remuneration of the Directors and KMP are mentioned in "Annexure B" of this Report.

None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of Listing Regulations.

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 25 of the Listing Regulations.

QUALITY (QMS) , HEALTH, SAFETY AND ENVIRONMENT (HSE)

The Company believes that "Quality is a state of mind" and is committed to a continuous ongoing initiative in this direction and is committed "To provide and maintain safe and healthy work environment for all personnel within the organization and to continually improve in safe working conditions to make incident free work zone." Your Company is adequately maintaining the system to ensure customer satisfaction in terms of quality and services, protection of Environment, safeguarding the occupational health, safety of all our employees and compliance to applicable legal and other non-regulatory requirements pertaining to environment, health and safety along with continual improvements to the system.

The Company is committed towards ensuring safe working and eliminating hazards and in protecting the environment including reduction in paper & power consumption and proper disposal of construction & electronic waste.

The Company is accredited to ISO 9001:2004 and ISO 14001:2004 for Health, Safety and Environment and OHSAS 18001:2007 for Occupational Health and Safety Assessment series. The Company is in the process of merging these three standards into single document i.e. IMS (integrated Management System) that will combine all the three standards into single standard based on the latest revisions of 2015 standards.

MANAGEMENTDISCUSSIONANDANALYSISINCLUDING BUSINESS REVIEW

As stipulated under Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the period under review has been given separately and forms an integral part of this Report which includes a detailed business review of the Company.

PUBLIC DEPOSITS

During the financial year 2018-19, the Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions specified in the Listing Regulations, a separate report on Corporate Governance along with the requisite certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid regulations forms an integral part of this Report. The Auditors Certificate does not contain any qualification, reservation or adverse remark.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Part D of Schedule II as specified in the Listing Regulations, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director of the Company does not receive remuneration from any of the subsidiaries of the Company. The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in "Annexure [B]".

ANNUAL PERFORMANCE EVALUATION OF BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 including amendment thereto, the Listing Regulations as amended from time to time and SEBI Circular issued in this connection, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee based on need and new compliance requirements.

In line with the abovementioned framework, the Independent Directors at their separate meeting held on 14th February 2019 without participation of the Non-Independent Directors and Management, have considered and evaluated the Boards performance and performance of the Chairman, Non-Independent Directors and the Board as a whole. The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board.

During the period under review, the Board in its meeting held on 26 May 2018 has evaluated the performance of each of the Independent Directors without participation of the Director who was subject to evaluation.

The details of evaluation process of the Board, its Committees, Chairman and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, six (6) Board Meetings and Four (4) Audit Committee meetings were held, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between the two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and the Listing Regulations.

The Board of Directors have accepted all the recommendations made by the Audit Committee.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Internal Complaint Committee ("ICC") has been set up to redress complaints received regarding sexual harassment. During the period under review, no complaint was received by the ICC.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company is in absolute compliance with all notified Secretarial Standards as issued by the Institute of Company Secretaries of India (including amendment(s) and subsequent modification(s) therein).

COMPLIANCE WITH THE LISTING AGREEMENT

The Company has listed its securities on both Bombay Stock Exchange ("BSE") and National Stock Exchange ("NSE"). The Company is in compliance with all applicable provisions of the listing regulations entered with both respective Stock Exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2019, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 as at 31 March 2019 and of the profit and loss of the Company for the financial year ended 31 March 2019;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT:

I. Statutory Auditors

At the Forty Sixth Annual General Meeting ("AGM") of the Company held on 29 September 2017, M/s. G.C. Agarwal & Associates, Chartered Accountants (Firm Registration No. 017851N) were appointed as the Statutory Auditors of the Company to hold office for a period of five (5) consecutive years commencing from the financial year 2017-18 subject to ratification at every AGM on a remunerations including terms of payment to be fixed by the Board of Directors on the recommendation of the Audit Committee. However as per the provisions of Section 40 Companies (Amendment) Act, 2017 which is now in force vide MCA notification No. S.O. 1833 (E) dated 7 May 2018, first proviso of Section 139(1) of the Companies Act, 2013 has been done away with. Therefore the matter relating to ratification of the appointment of Auditors is not being placed before the ensuing Annual General Meeting.

The Auditors Report for the financial year 2018-19, does not contain any qualification, reservation, adverse remark or disclaimer except the following:

"(a) Undisputed Statutory Dues including provident fund, employees state insurance, income tax, goods & service tax, duty of customs, duty of excise, cess and other statutory dues have generally been regularly deposited except Tax deduction at Source of Rs. 1,75,15,752/- and Goods and Service Tax of Rs. 1,37, 19, 842/- with appropriate authorities.

There was some delay in depositing TDS & GST due to mismatch in cash flow. However the same have already been deposited before the date of this report.

(b) The due in respect of certain Tax as detailed in the Auditors Report have not been deposited with the appropriate authorities on account of dispute with the list of forum where the dispute is pending".

We have filed appeals against the alleged order(s) and the hearing(s) of the same will be commenced in due course of time.

II. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Naresh Verma & Associates, Company Secretaries to conduct the Secretarial Audit of the Company. The Secretarial Audit Report as per Section 204 of the Companies Act, 2013 read with Regulation 24A of Listing Regulations is annexed herewith as "Annexure [C]" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Cost Auditors

The Company is not engaged in the production of such goods or services which are prescribed by the Central Government, for this reason the Company is not required to maintain cost records specified under sub section (1) of section 148 of the Companies Act, 2013 and to appoint Cost Auditors.

During the year under review , neither the statutory auditors nor the secretarial auditor has reported to the audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees , the details of which would need to be mentioned in the Boards report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditor and/or Secretarial Auditor of the Company under Section 143(12) of the Companies Act,2013 and the rules framed thereunder either to the Company or to the Central Government.

DISCLOSURES BY SENIOR MANAGEMENT

Senior Management have made disclosures of interest to the Board relating to all material Financial & Commercial transactions entered between Company and third parties. None of the Senior Managers have been found to be interested in such transactions.

WEB ADDRESS OF THE ANNUAL RETURN OF THE COMPANY

In accordance with Section 134(3)(a) of the Companies Act, 2013 (the "Act") read with Section 92(3) of the Act, the Annual Return of the Company for the financial year ended 31 March 2019 can be viewed on at www. technofabengineering.com in the investors page.

RELATED PARTY TRANSACTIONS

The Company has formulated a Related Party Transactions Policy, which has been uploaded on its website at (www.technofabengineering.com) in the investors Page. It has been the endeavor of the Company to enter into related party transaction on commercial and arms length basis with a view to optimize the overall resources of the group. All transaction entered into with Related Parties during the year were in the ordinary course of business of the Company and at arms length basis. The Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions.

The details of the related party transactions as required under IND AS-24 read with the provisions of Listing Regulations, are set out in Note 46 to the standalone financial statements forming part of this Annual Report. In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contract or arrangements with related parties, referred to in Section 188 of the Act, if any, in the prescribed Form AOC-2 are attached with this report as "Annexure-[E]".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with Section 134(3)(g) of the Companies Act, 2013, the particulars of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Board of Directors have already approved and periodically reviews the risk management policy and the risk appetite for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

In order to align with the requirement of Section 134(5) (e) of the Companies Act, 2013, the Company has in place adequate internal financial controls which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. In particular, it ensures adequate operating controls, clear policies and detailed procedures of operations, delegation of authorities, safeguarding of assets, prevention and detection of frauds and errors, financial controls on financial reporting and timely preparation of reliable financial information. Upon review, no material reportable weaknesses were observed during the financial year 2018-19.

Nonetheless your Company recognizes that any Internal control framework, no matter how well designed has inherent limitations and accordingly it is ensured that systems are reinforced on ongoing basis.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy (Vigil Mechanism) which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and the Whistle Blower Policy of the Company have been outlined in the Corporate Governance Report which forms part of this Annual Report. It is practice of Company to ensure that no employee is victimized for bringing such incident to attention of Management. Directors have not received any complaint regarding harassment, discrimination, violation of Companys Code of Conduct or any other unfair practice during the period under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVE

The Company has CSR Committee comprising of Mr. Arjun Gupta, Mr. Pawan Chopra ,Ms. Anju Banerjee and Mr. Arun Mitter. The Said Committee has developed a Policy on CSR which was subsequently approved by the Board.

Based on the recommendations of the CSR Committee of the Board, the Company has incurred expenditure on this head. In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Report is attached with report as "Annexure-[F]"

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out hereunder:

I. Conservation of energy

Though the operations of the Company do not consume high level of energy, adequate measures have been taken by the management to conserve energy to the extent possible through conservation measures. The Company is on a constant look out for newer and efficient energy conservation technologies and introduces them appropriately. As the cost of energy consumed by the Company forms a very small portion of the total cost, the impact of change in energy cost on total cost is insignificant.

II. Technology absorption

The Company being engaged in the business of providing complete engineering, procurement and construction services for auxiliary / balance of plant systems on a complete turnkey basis, constant efforts are made to develop new products/systems to give trouble free service in its line of activities.

III. Foreign exchange earnings and outgo

Foreign Exchange Earnings - Rs. 774Mn Foreign Exchange Outgo - Rs. 319 Mn

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

GENERAL a) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and b) The Company does not have any ESOP scheme for its employees/Directors.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the efforts and dedication shown by all employees of the Company in offering their support and expects their continued support for achieving higher level of productivity to enable meeting the targets set for the future.

APPRECIATION

The Directors wish to express their sincere appreciation to the Banks, Central and State Governments, Public and Private Sector Customers in India and abroad and the Companys valued shareholders for their continued co-operation and support. The Directors particularly wish to thank all the employees of the Company whose enthusiasm, vitality and application have been vital to the Companys business performance.

For and on behalf of Board of Directors
of Technofab Engineering Limited
Place : Faridabad Arjun Gupta
Dated : 14 August 2019 Chairman

Annexure [A] to Directors Report

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)

Part-A: Subsidiary

(Rs. in Million)

1. Name of the subsidiary Arihant Flour Mills Private Limited Woodlands Instruments Private Limited Rivu Infrastructural Developers Private Limited
2. The date since when subsidiary was Acquired 19 Sep 2011 18 Sep 2010 10 Feb 2010
3. Reporting Period for the subsidiary concerned, if different from the holding companys reporting period 1 April to 31 March 1 April to 31 March 1 April to 31 March
4. Reporting currency and Exchange rate as on the last date of relevant Financial year in the case of foreign Subsidiaries Rs. Rs. Rs.
5. Share capital:
Authorised share capital 6,000,000 5,000,000 1,000,000
Paid up share capital 5,822,800 4,730,000 1,000,000
6. Reserves and surplus 129,094,679 19,701,025 (3,293,813)
7. Total assets 234,523,094 54,170,717 7,647,750
8. Total Liabilities 234,523,094 54,170,717 7,647,750
9. Investments - - -
10. Turnover
Revenue from Operations - - -
Other Income 52,169,038 13,476,711 -
11. Profit/(Loss) before taxation 36,519,260 7,630,040 (52,852)
12. Provisions for taxation (7,489,123) (1,548,645) 201
13. Profit/(Loss) after taxation 29,030,137 6,081,395 (53,053)
14. Proposed Dividend
15. Extent of shareholding (in percentage) 100% 100% 100%

Notes:

1. Names of subsidiary which are yet to commence operations: N.A.

2. Names of subsidiaries which have been liquidated or sold during the year: N.A.

Part-B: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associate or Joint Ventures N.A.
1. Latest audited Balance Sheet Date N.A.
2. Date on which the Associate or Joint Venture was associated or acquired N.A.
3. Shares of Associate or Joint Ventures held by the company on the year end N.A.
Number N.A.
Amount of Investment in Associate or Joint Venture N.A.
Extent of Holding (in percentage) N.A.
4. Description on of how there is significant influence N.A.
5. Reason why the associate/ joint venture is not consolidated N.A.
6. Networth attributable to shareholding as per latest audited Balance Sheet N.A.
7. Profit or Loss for the year N.A.
(i) Considered in Consolidation N.A.
(ii) Not Considered in Consolidation N.A.

Notes

1. Names of associates or joint ventures which are yet to commence operations: N.A.

2. Names of associates or joint ventures which have been liquidated or sold during the year: N.A.