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Taparia Tools Ltd.

BSE: 505685 Sector: Engineering
NSE: N.A. ISIN Code: INE614R01014
BSE LIVE 13:52 | 29 Feb Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 55.75
PREVIOUS CLOSE 53.10
VOLUME 50
52-Week high 55.75
52-Week low 0.00
P/E 1.42
Mkt Cap.(Rs cr) 17
Buy Price 55.75
Buy Qty 5950.00
Sell Price 0.00
Sell Qty 0.00
OPEN 55.75
CLOSE 53.10
VOLUME 50
52-Week high 55.75
52-Week low 0.00
P/E 1.42
Mkt Cap.(Rs cr) 17
Buy Price 55.75
Buy Qty 5950.00
Sell Price 0.00
Sell Qty 0.00

Taparia Tools Ltd. (TAPARIATOOLS) - Director Report

Company director report

To the Members of Taparia Tools Limited

Your Directors have pleasure in presenting the 50th Annual Report on the operations ofthe Company together with the Audited Financial Statements for the year ended March 312016.

FINANCIAL PERFORMANCE

(Rs in Lakhs)

2015-2016 2014-2015
Revenue (Net) 33810.72 29755.47
Profit before interest
and depreciation 2203.59 1763.97
Less : Interest 225.66 165.60
Gross Profit 1977.93 1422.71
Less : Depreciation 44.47 (87.83)
Profit for the year 1933.46 1510.54
before tax
Less : Provision for taxation
Current Tax 687.27 502.49
Deferred Tax (19.01) 35.06
Profit after tax 1265.20 972.99
Add :Surplus brought forward from previous year 5150.34 4289.66
Profit available for 6415.54 5262.64
Appropriations
Excess Depreciation transferred - (15.04)
Less : General Reserve (128.40) (97.26)
Surplus carried to
Balance Sheet 6287.14 5150.34

DIVIDEND

The Directors have not recommended any dividend for the year under review. The Companyhas retained the funds for expansion of the activities of the Company by introducingadditional product range and purchase of Machinery & Equipments etc.

REVIEW OF OPERATIONS

The Indian economy has certainly performed creditably as compared to most developed andemerging markets of the world in the past year. The macroeconomic condition is stable;consumer price inflation is well under control and the wholesale price inflation is innegative territory; there have been four interest rate cuts by the Reserve Bank of India;and thanks to historically low prices of crude oil minerals and metals input costs havereduced with the balance of payment situation being better than it has been in the lastfive years. The latest estimates of the Central Statistical Organisation suggest thatgrowth of India’s Gross Value Added will not only be higher than the previousyear’s but also the best among large emerging economies.

The Company’s working during the year is satisfactory.

The Company’s total revenue (Net of excise duty) were Rs.33810.72 Lakhs thatrepresent an increase of 13.63% over the sales of Rs.29755.47 Lakhs in the previous year.Profitearned after tax is Rs.1265.20 Lakhs in the current year representing an increaseof 30.03% against Rs. 972.99 Lakhs in the previous year.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally.

A report on Corporate Governance together with a certificate from compliance ofconditions of Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual Report.

LISTING INFORMATION

The equity shares of the company are listed on the Bombay Stock Exchange. The listingfees for the year 2016-2017 have been paid to BSE.

PUBLIC DEPOSITS

During the financial year 2015-16 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 ("the Act") readtogether with the Companies (Acceptance of Deposits) Rules 2014.

LOANS GUARANTEES AND INVESTMENT

During the financial year 2015-16 the Company has not given any guarantee for loanstaken by others from banks or other financial institutions. The Company has not taken anyTerm Loan.

HUMAN RESOURCE DEVELOPMENT

The motivated and engaging workforce which has served the company for more than fourdecades lies at the very foundation of the company’s major achievements and shallwell continue for the years to come.

The Company has been taking honest efforts in training of individuals providing themnew and earnest opportunities in brushing developing and polishing skills that arebeneficial for the employees as well as the

Organisation as a whole.

The Company’s focus on retention through employee engagement initiatives andproviding a holistic environment gathers opportunities for employees to realize theirpotential. Company’s performance driven culture helps and motivates employees toexcel in their respective areas and progress within the organization.

The company has always recognized talent and has judiciously followed the principle ofrewarding performance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shyam Malpani Independent Director of the Company has resigned from the Board ofDirectors of the Company with effect from 1st August 2016. The Board wishes to place onrecord its appreciation for the valuable contribution made by him during his tenure as aDirector of the Company.

Shri M.P. Taparia Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Brief profile ofShri M.P. Taparia is given in the Annexure to the Notice.

INDEPENDENT DIRECTORS’ DECLARATION

The terms and conditions of appointment of Independent

Directors are as per Schedule IV of the Companies Act

2013. They have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(3C) of the Companies Act 2013 with respect to Directors’Responsibility Statement it is hereby confirmed that:

1) in the preparation of the annual accounts for the year ended March 31st 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

2) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for the same period;

3) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

4) the Directors have prepared the annual accounts on a ‘going concern’basis;

5) the Directors have laid down internal financial controls in the company that areadequate and operating effectively.

6) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and these are adequate and are operating effectively.

BOARD EVALUATION

The board of directors has carried out an evaluation of its own performance Boardcommittees and individual directors. Performance evaluation has been carried out as perthe Nomination & Remuneration Policy.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

Further the performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. Also there were no materiallysignificant the Company with Promoters Directors or Key Managerial

Personnel etc. which mayhavepotentialconflict with the interest of the company atlarge. Thus disclosure in Form AOC-2 is not required.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place Internal Control Systems commensurate with the size andcomplexity of its operations to ensure proper recording of information compliance ofvarious internal controls and other regulatory and statutory compliance. During the yearunder review no material or serious observation has been received from the InternalAuditors of the Company for inefficiency or inadequacy of such controls.

PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employeesof the Company is annexed herewith as Annexure - ‘A’.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For further detailsof the meetings please refer to the Corporate Governance Report which forms part of thisreport.

AUDIT COMMITTEE

The composition terms of reference etc. of the Audit Committee is provided inCorporate Governance Report which forms part of this Annual Report.

There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Company’s auditors M/s. Batliboi and Purohit (Regd. No.101048W) CharteredAccountants Mumbai who retire at the ensuing Annual General Meeting have confirmed theireligibility and willingness to accept office if re-appointed.

The proposal for their re-appointment is included in the notice for Annual GeneralMeeting sent herewith.

Auditors’ report

There are no qualifications reservations remarks made by M/s. Batliboi and PurohitStatutory Auditors in their report for the Financial Year ended March 31 2016.

The observations and comments given in the report of the Auditors read together withnotes to accounts are self-explanatory and hence do not call for any further explanationor comments under Section 134(f)(i) of the Companies Act 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies

Act 2013and operational and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed CS Sagar Khandelwal Practising CompanySecretary to undertake the Secretarial Audit of the Company.

Secretarial Auditors’ Report

There is an observation regarding the dematerialisation of shares of Promoter andPromoter Group in the Secretarial Audit Report. The Company is endeavoring to complete thedematerialisation of shares of Promoter and Promoter Group. Till date after theinitiating the process of dematerialisation of shares the Promoter and Promoter Grouphave already demated 72.95% of their shareholding.

The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 312016 is annexed as Annexure - ‘D’ to the Report.

Internal Financial Controls Audit

Details of Internal Financial Control and its adequacy are included as an Annexure tothe Independent Auditors’ Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition key objectives etc. of the Nomination and Remuneration Committee isprovided in Corporate Governance Report which forms part of this Annual Report.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies adverseAct 2013 the Boardof Directors of the Company has constituted a CSR Committee. CSR Committee of the Boardhas developed a CSR Policy which is enclosed as part of this report Annexure‘B’. Additionally the CSR Policy has been uploaded on the website of theCompany at www.tapariatools.com.

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134(3) (m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are given in the Annexure‘C’ and forms part of this Report.

VIGIL MECHANISM

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww. tapariatools.com

DISCLOSURES UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)

In accordance with the provisions of the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Rules made there under the Company formulated an internal policy on Sexual Harassmentat Workplace (Prevention

Prohibition and Redressal) during the year under review.

The policy aims at educating employees on conduct that constitutes sexual harassmentways and means to prevent occurrence of any such incident and the mechanism for dealingwith such incident in the unlikely event of its occurrence. A Sexual Harassment Committeehas been constituted in accordance with the Act.

The Sexual Harassment Committee is responsible for redressal of complaints related tosexual harassment of women at the workplace in accordance with procedures regulations andguidelines provided in the Policy.

During the year under review there were no complaints referred to the Sexual HarassmentCommittee.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the company is annexedherewith as Annexure – ‘E’ to this report.

INTERIM ORDER BY SEBI

The Company has received an Interim Order from SEBI on 20/05/2015 for theNon-Compliance of the Minimum

Public Shareholding. The Audit Committee and Board of Directors are informed about theOrder. Company has been legally advised that there is no violation of provisions relatingto the promoters shareholding. The Company has replied to the order vide letter dated 14thOctober 2015. Further proceedings are pending.

OTHER DISCLOSURES

There were no material changes and commitments affecting the financial position of yourCompany between end of the financial year and the date of this report.

Your Company has not issued any equity shares or shares with differential voting rightsduring the financial year.

Your Company did not issue any sweat equity shares debentures or bonds during theyear.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company’s employees. Your Directors acknowledgewith gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
H.N. Taparia
Chairman &
Mumbai 13th August 2016 Managing Director