Your Company continues to derive its major income from the leased properties, income
from strategic investments and operations of a Mini Hydro Power Unit in District
Darjeeling, West Bengal.
Real Estate
Following surrender of land to DDA as per the orders of the Delhi District Judge and
physical demarcation of the land retained by DDA, the Company had commenced planning for
development of the retained land parcel.
Your Company has also finalised the appointment of International firm of repute as the
Concept Architect and a reputed Local Architect of Delhi NCR, as the Project Architect for
the project in Delhi.
Your Company has since initiated the process of appointment of Project Management
Consultants (PMC) and Environment Impact Assessment (EIA) Consultants
The conversion of land use (CLU) from Industrial to Residential is yet to be notified
by the regulator and the same is awaited.
Mini Hydro Power Project
Your Company’s 3 MW Mini Hydel Power Project located on the river Neora, District
Darjeeling in the State of West Bengal has recorded an evacuation of 9.56 MU units (Net)
lakhs units of power for the period April 2016 - March 2017, highest since inception of
the plant. For the previous year, it had evacuated 89.8 MU units. The gross generation for
the year 10.5 million units.
In view of continued uncertainty regarding clearance of forest land, the Management has
kept the project in abeyance. It will be reconsidered in case clear indication from the
Government regarding clearance of forest land is received.
Your Company is also looking for other potential Mini Hydro Power Projects ranging 5 to
10 MW.
Others
Your Company’s property at Gurgaon has yielded satisfactory returns, though for a
part of the year, it was not fully leased out. The Company’s dividend income was
lower during the year due to general poor performance of the corporates.
Human Relations
Your Company continues to maintain its excellent record of human relations over the
decades. Your Directors appreciate the commitment and dedication of its staff and
officers.
Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social
Responsibility Committee has been constituted in the year 2014 by the Board of Directors
of the Company. The composition of the Corporate Social Responsibility Committee is
provided in the Report on Corporate Governance as attached to the Directors’ Report.
The Company places utmost importance to CSR activities and have initiated a series of
CSR programmes specially on education and general well-being of society at large. It
however, could not spend the requisite amount as prescribed under Section 135 of the
Companies Act, 2013 towards CSR activities as the projects undertaken by the Company were
in the process of being stabilised. The Company had spent H15.63 lakhs out of H26.96 lakhs
towards CSR expenditure. The Annual Report on CSR activities is enclosed as Annexure A.
As required under Section 135 of the Companies Act, 2013, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as
Annexure A.
Consolidated Financial Statements
In accordance with the Accounting Standard 21 (Consolidated Financial Statement), the
Group Accounts forms part of this Report & Accounts. The Group Accounts also
incorporates Accounting Standard 23 (Accounting for Investments in Associates in
Consolidated Financial Statements) issued by the Institute of Chartered Accountants of
India. The Group Accounts have been prepared on the basis of audited financial statements
received from the subsidiaries, as approved by their respective Boards.
Green Initiative
Your Company has started a sustainability initiative with the aim of going green and
minimising the impact on environment.
Your Company has already started sending Annual Report, Notices, etc., through e-mails
to the Shareholders, whose e-mail IDs are registered with their Depository Participants.
In case Shareholder wishes to receive a printed copy, they may please send a request to
the Company, after which a printed copy of the Annual Report will be sent. Members are
requested to support this initiative by registering / updating their e-mail IDs for
receiving Annual Report, Notices, etc., through e-mail.
Particulars of Employees
The number of employees as at 31st March 2017 was 33. In terms of the provisions of
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules is provided as Annexure B.
The disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are enclosed as Annexure C.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Meetings of the Board:
During the year under review, five Board Meetings were held on 30th May 2016, 25th July
2016, 3rd September 2016, 27th October 2016 and 30th January 2017.
Change in Directors and Key Managerial Personnel:
Mr Akshay Poddar, retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting. The Board has recommended his
re-appointment.
Messrs D. R. Kaarthikeyan and N. Suresh Krishnan were appointed as an Additional
Independent Director w.e.f. 25th July 2016 and Non - executive Director w.e.f. 1st October
2016, respectively.
During the year, Mr Akshay Tandon was appointed as a Manager, Chief Executive Officer
(RE-Division) of the Company w.e.f. 1st October 2016.
During the year, Mr Hemant Kumar, Executive Director retired from the services of the
Company w.e.f. 30th September 2016.
Board Evaluation
Your Company has formulated a Policy for performance evaluation of Independent
Directors, Board, Committees and other Directors by fixing certain criteria which was
approved by the Nomination and Remuneration Committee and adopted by the Board. The
criteria for the evaluation include their functioning as Members of Board or Committees of
the Directors. A structured questionnaire, evolved through discussions within the Board,
has been used for this purpose. Further on the basis of recommendations of the Nomination
and Remuneration Committee and the performance review by Independent Directors, a process
of evaluation was followed by the Board for its own performance and that of its Committees
and individual Directors.
Appointment of Directors and Remuneration Policy
The Nomination and Remuneration Committee has approved the criteria to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse backgrounds and
experience in business, governance, education and public service.
Based on the recommendations of the Nomination and Remuneration Committee, the Board
has approved the Remuneration Policy for Directors, Key Managerial Personnel and other
employees of the Company.
The policy ensures equity, fairness and consistency in rewarding the employees on the
basis of performance against set of objectives. A copy of the policy is enclosed as
Annexure D.
Declaration by Independent Directors
All Independent Directors of your Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and
Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDIT COMMITTEE AND AUDITORS
Composition of Audit Committee
The composition of the Audit Committee is provided in the Report on Corporate
Governance as attached to the Directors’ Report.
Statutory Auditors
Messrs K. N. Gutgutia & Co., Chartered Accountants, the present Statutory Auditors
of the Company, have completed their tenure and also an additional period of 3 years as
stipulated under Section 139 of the Companies Act, 2013. Messrs K. N. Gugutia & Co.
will thus be holding the office of the Statutory Auditors up to the conclusion of the
forthcoming Annual General Meeting. The Board of Directors of the Company is therefore
proposing to appoint Messrs G.P. Agarwal & Co., Chartered Accountants, as Statutory
Auditors for a period of 5 years commencing from the conclusion of the 77th Annual General
Meeting till the conclusion of the 82nd Annual General Meeting. Messrs G.P. Agarwal &
Co. have consented to the said appointment, and confirmed that their appointment, if made,
would be within the limits mentioned under Section 141 (3)(g) of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of
Directors recommend the appointment of Messrs G.P Agarwal & Co., Chartered Accountants
as Statutory Auditors of the Company.
The Board places on record its appreciation for the contribution of Messrs K. N.
Gugutia & Co., Chartered Accountants, during their tenure as the Statutory Auditors of
your Company.
Cost Auditors
Your Company has appointed Messrs DGM & Associates, Cost Accountants, for
conducting the Cost Audit for FY 2017-18 in terms of the provisions of the Companies Act,
2013 and Companies (Cost Records and Audit) Rules, 2014 issued by the Ministry of
Corporate Affairs.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed Messrs S. R. & Associates, Company Secretaries, as Secretarial Auditor, to
conduct the Secretarial Audit of the Company for the FY 2016-17.
The Secretarial Audit Report is enclosed as Annexure E.
Whistle Blower Policy
The details of the Whistle Blower Policy are provided in the Report on Corporate
Governance as attached to the Directors’ Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
Your Company has a proper and adequate system of internal controls. This ensures that
all transactions are authorised, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of
internal financial controls. The system is commensurate with the size and the nature of
operations of the Company.
The Audit Committee regularly reviews the internal control system to ensure that it
remains effective and aligned with the business requirements.
The Risk Policy document, as approved by the Board of Directors has in its scope, the
establishment of a process for risk assessment, identification of risks both internal and
external, and a detailed process for evaluation and treatment of risks.
The Audit Committee also evaluates the risk management system. The objectives of the
Audit Committee pertaining to the Risk Management is to monitor and review the risk
management plan for the Company including identification therein of elements of risks, if
any, and such other related functions.
DISCLOSURES
(a) There has been no change in the nature of business of the Company during the year
under review.
(b) There are no significant and material orders passed by the Regulators/ Courts that
would impact the going concern status of the Company and its future operations.
(c) There are no material changes and commitments affecting the financial position of
the Company which have occurred between the end of financial year and the date of this
Report.
(d) Deposits:
During the year, the Company has not accepted any Deposits under the Companies Act ,
2013.
(e) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal), Act, 2013.
No complaints pertaining to sexual harassment were received during FY 2016-17.
OTHER INFORMATION
Corporate Governance
A separate report on Corporate Governance pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is attached as
Annexure - F and forms a part of this Report.
Particulars of Loans, Guarantees and Investments
The details of Loans, Corporate Guarantees and Investments made during the year under
the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Note
nos. 1.03, 1.08, 1.02 and 1.32 respectively to the Financial Statements of the Company.
Extract of Annual Return
The extract of Annual Return in Form no. MGT - 9 as on the financial year ended 31st
March 2017 is enclosed as Annexure - G.
Related Party Transactions
All related party transactions during the financial year were entered in the ordinary
course of business and on arm’s length basis. All related party transactions are
approved by the Audit Committee and Board of Directors. There were no materially
significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel which may have a potential conflict of interest with the Company
at large and as such disclosure in Form AOC-2 is not required.
Your Company has also formulated a policy on dealing with Related Party transactions
and the same is disclosed on the Company’s website. The web link for accessing such
policy is http://texinfra.in/related party transactions policy.pdf
DIRECTORS RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013
Your Directors state:
(a) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(b) that such accounting policies are applied consistently and the judgments and
estimates made 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 financial year and of the profit and loss of
the company for that period;
(c) that proper and sufficient care had 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) that the annual accounts of the Company have been prepared on a going concern
basis;
(e) that the Directors had 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) that 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.
|
For and on behalf of the Board |
| Place: Kolkata |
S. K. Poddar |
| Dated: 22nd May 2017 |
Chairman |
+91-9892691696
