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Talbros Automotive Components Ltd.

BSE: 505160 Sector: Auto
NSE: TALBROAUTO ISIN Code: INE187D01011
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NSE 00:00 | 14 Oct 289.00 -4.65
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OPEN 296.35
PREVIOUS CLOSE 293.70
VOLUME 6774
52-Week high 356.75
52-Week low 104.75
P/E 10.20
Mkt Cap.(Rs cr) 357
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OPEN 296.35
CLOSE 293.70
VOLUME 6774
52-Week high 356.75
52-Week low 104.75
P/E 10.20
Mkt Cap.(Rs cr) 357
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Talbros Automotive Components Ltd. (TALBROAUTO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 63rd Annual Report on the businessand operations of your Company along with Audited Accounts and the Auditors' Reportthereon for the Financial Year ended 31st March 2020.

Financial Highlights:

(Rs. in Lacs)
Particulars: Year Ended 31st March 2020 Year Ended 31st March 2019
Net Revenue from Operations 38529.41 48284.79
Profit before Interest and Depreciation 4545.23 6286.24
Less : Interest 1610.23 1552.53
Depreciation 1917.05 1790.12
Profit before Tax before Exceptional Item 1017.95 2943.59
Exceptional Item 213.80 -
Profit before Tax and after Exceptional Item 804.15 2943.59
Less: Provision for Taxation 133.75 882.71
Provision for Deferred Tax 16.70 (76.41)
Less: (Excess)/ Short provision of tax for earlier years written back/ provided (18.19) (30.28)
Profit after Tax 671.89 2167.57
Other Comprehensive Income
a) Items that will not be reclassified to profit and loss (1349.61) (626.39)
b) Income tax relating to items that will not be reclassified to profit and loss 316.07 151.52
Total other comprehensive income (1033.54) (474.87)
Total comprehensive income (361.65) 1692.70

The Financial Statements of the Companyhave been prepared in accordance with IndianAccounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant tosection 133 of the Companies Act 2013 read with Rule 3 of the Companies (IndianAccounting Standards) Rules 2015 as amended from time to time.

BUSINESS REVIEW

India's automotive industry was already battling a prolonged slowdown due to decliningdemand owing to various reasons the outbreak of the COVID-19 pandemic has added to theadverse impact.

The outbreak of COVID-19 pandemic towards the end of 2019 has hit one and all globally.The lockdown announced by the Government of India to prevent the spread of the pandemichas a huge impact on Indian economy. The uncertainty has lead the automobile industry tocut down on CAPEX plans. This includes various OEMs; not only in the IC engines but alsocapex at the EV space will be delayed for a long time.

As a result of COVID-19 the demand for Company's products has seen a drastic slowdownand has hampered the supply chain for the automotive industry as a whole. This in turn hasan impact on the supply chain of your Company and could pose challenges in the foreseeablefuture.

During this uncertain period your Company has implemented detailed business continuityplans in an effort to secure the continuity of operations while caring for the healthsafety and well-being of its employees.

Your Company is prepared to focus its e_orts on securing supplies manufacturing andlogistics for growth amidst this crisis to be on the path of recovery.

FINANCIAL REVIEW

The performance of the gasket division has been adversely impacted due to slow down atour major customers in this segment. Due to COVID-19 the plants closed on 22ndof March and we lost sale of approximately Rs. 10 crores in last 10 days from this plantin gaskets.

The gasket segment saw a combined EBITDA of about Rs. 39 crores for FY20. In theforging division in FY20 the revenue was Rs. 129.56 crores as against Rs. 164.65 crores inFY19. And here we lost revenue of about Rs. 8 crores in last 10 days. EBITDA for FY20 forforging was Rs. 13 crores vis--vis Rs. 20 crores in FY19. Regarding Magneti MarelliTalbros Chassis Systems Private Limited our share of total income for FY20 stood at Rs.68 crores versus Rs. 65 crores in FY19 on a year-on-year basis.

During the Financial Year 2019-20 your Company on standalone basis has recorded aturnover of Rs. 385.29 crores approximately 20.20% as compared to the last financial year2018-19 with Gross turnover of Rs. 482.85 crores. Profit after tax (PAT) for the Companywas at Rs. 6.72 crores approximately 69% lower as compared to PAT of Rs. 21.68 crores inthe previous year 2018-19.

The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of Rs.105.07 crores lower by approximately 13.20% as compared to last financial year 2018-19with turnover of Rs. 121.05 crores. PAT of LTL was Rs. 10.76 crores lower byapproximately 29.51% as compared to the PAT of Rs. 15.26 crores in the previous year2018-19.

The JV Company Magneti Marelli Talbros Chassis Systems Private Limited (MMT) hasrecorded a turnover of Rs. 136.78 crores higher by approximately 5.78% as compared tolast Financial Year 2018-19 with turnover of Rs. 129.91 crores. PAT of MMT was at Rs. 8.36crores higher by approximately 3.54% as compared to Rs. 8.08 crores in previous year2018-19.

Talbros Marugo Rubber Private Limited (TMR) another JV Company has recorded a turnoverof Rs. 46.03 crores lower by approximately 11.57% as compared to last Financial Year2018-19 of Rs. 52.05 crores. Loss before tax of TMR was at Rs. 0.22 crores as compared toPAT of 0.68 crores in previous financial year 2018-19.

During the Financial Year 2019-20 the consolidated total revenues reduced by 20.20%from Rs. 482.85 crores in 2018-19 to Rs. 385.29 crores in 2019-20. Profit beforeexceptional items on standalone basis reduced by 65.42% from Rs. 29.43 crores in 2018-19to Rs. 10.18 crores in 2019-20.

NEW INITIATIVES & FUTURE OUTLOOK

During these challenging times the Company has been able to secure orders worth $31million/ INR 234 Crores for the domestic as well as exports market. These orders will berunning through start from H2 of this year to 2025-26. This order is the peak cumulativevalue over 5 years. The continued focus of the Company towards exports business has bornefruits. The Company has also made a lot of e_orts towards product development testingwith global auto majors over the last few years.

The Company now caters exports to USA UK Europe and Japan. With the whole anti-Chinamovement happening this could benefit a country like India. The new orders are a hugevalidation of our technical capabilities and open the doors for many new customers acrossthe globe. In these tough times these orders will hugely benefit the brand equity ofTalbros Group and further enhance our commitment for Make in India initiative of theGovernment of India. It clearly provides us long term visibility and business momentum.

The Company has been focusing on exports and on technical validation of our products weare proud to say that in our gasket business we are totally BS-VI ready. With ourcommercial vehicle space our value content goes up in the vehicle higher by about twotimes than earlier. The Company is also focusing a lot on technology to help in localize alot of the raw material imports.

The Company has a post coating line a technology tie up with Japan which will help usin further reducing our imports and result in cost savings. The Company has made strategicraw material sourcing agreements resulting in savings in our operational costs reductionof raw material inventory and working capital investments.

Our new product line is the heat shield line within the gasket business that iscritical for heat sound and vibration insulation and is the future for automobiles and agood induction to global OEMs with this product. Here the Company is seeing a lot oftraction now finally in the Indian domestic automotive market with certain key big playersin the OE space. This is again linked to the engine sizes becoming more powerful but thespace to put the engine becoming even smaller that these chassis norms that India is goingto be a part of Euro-VI this is going to have a huge opportunity for this product linegoing forward.

We have also developed new gasket technologies like Cover Gasket integrated withinjector wiring harnesses. The Company is expected to get good business in the current andthe following years. Company has made major investment in creating dust free environmentand in developing high performance sealing technologies and materials to meet therequirements of new generation BS VI engines.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

As required under the listing SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 MD&A is enclosed as Annexure I and is part of this Report.

TRANSFER TO RESERVE

An amount of Rs. 50.00 lacs has been transferred to General Reserves out of the profitearned during the Financial Year 2019-20.

DIVIDEND

Your Directors are pleased to recommend 5% dividend at the rate of Rs. 0.50/- per sharefor the financial year 2019-20 on 12345630 equity shares of Rs. 10/- each aggregating toRs. 6172815/- (Rupees Sixty one lakhs Seventy Two Thousand and Eight Hundred FifteenOnly) for the approval of members at the ensuing Annual General Meeting.

BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT

The outbreak of COVID-19 pandemic has adversely impacted the business and operations ofthe Company through disruptions like lockdowns difficulty in managing the supply anddistribution network and reduction in the sales. The Company lost sales of approximatelyRs. 10 crores in the gasket division in the last 10 days of the financial year due toclosure of its plants.

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of the Company during the yearunder review.

INDUSTRY OVERVIEW

The Indian automobile industry is one of the driving forces of the economy. Itcontributes about 49% to the country's manufacturing gross domestic product (GDP). Beingdeeply integrated with other industrial sectors it boosts employment exports and FDIinflows. With cost-effective operations efficient manpower and a fast-growing dynamicmarket India has emerged as a prime destination for many multinational automobilecompanies.

The automotive industry has been quick to feel the immediate effect of a widespreadlockdown because of COVID-19 pandemic and in the short term the outlook is tough for thewhole sector. The sales have fallen sharply with dealership networks and manufacturingfacilities closed or mothballed leading to unutilized capacities and production cuts.

The year 2019-20 was a turbulent year for the automobile industry. The industryproduced a total 26362282 vehicles in 2019-20 as against 30914874 in 2018-19. Theindustry was going through a demand downturn for over 15 months preceding the Covid-19outbreak. Sales were expected to revive in festive season stimulated by promotional o_ersand new model launches. However volumes dipped soon after the season was over. Theslowdown was primarily owing to liquidity crunch weak economic activities low consumersentiments as well as increased insurance cost and prices with transition to BS-VI. Lackof clarity on policy for electrification of vehicles added to the woes. These factorsbrought total disruption in its entire value chain with working capital challenges acrossthe sector. Further the lockdown imposed in order to curb the spread of COVID-19 pandemichas impacted the operations of the automobile companies leading to unutilized capacitiesand production cuts.

During the 2019-20 overall vehicle sales reached a total of 21545488 units. The saleof passenger vehicles declined by (17.88)% in 2019-20 (April- March) compared to sales in2018-19. In terms of overall commercial vehicles segment it registered a de-growth of(28.75)%. The sales of three-wheelers declined by (9.19)%. The sales of two wheelersregistered a de-growth of (17.77)%. In 2019-20 overall growth of automobile exports was2.95%. The passenger vehicles exports marginally increased by 0.17% and two wheelersexports registered growth of 7.30% in 2019-20 compared to 2018-19. The sale of quadricycleduring the year 2019-20 was 942 units as compared to 627 units during the period fromAugust 2018 to March 2019.

SHARE CAPITAL

The paid up capital of the company as on 31st March 2020 was Rs. 1234.563lacs. During the year under review the company did not issue any class or category ofshares Employee Stock Options Convertible securities and consequently there is no changein the capital structure since previous year.

CREDIT RATING

Company's credit rating was revised as per rating issued by CARE ratings on 3rdApril 2020. The rating stands revised as under:

Facilities Approved Amount (Rs` Crores) Rating Rating Action
Long term Bank Facilities 140.18 (reduced from 140.95) CARE A-; Stable (Single A Minus; Outlook: Stable) Revised from CARE A; Stable (Single A; Outlook: Stable)
Short term Bank Facilities Medium Term Instrument 35 (reduced from Rs. 45 cr) 10 CARE A2+ (A Two Plus) CARE A- (FD); Stable Single Revised from CARE A1 (A One) Revised from CARE A (FD);
(Fixed Deposit) A Minus (Fixed Deposits); Outlook: Stable Stable [Single A (Fixed Deposit); Outlook:Stable]

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act 2013 the unclaimed finaldividend pertaining to the financial year 2011-12 amount aggregating to Rs.221002.81/-had been transferred to the "Investor Education and Protection Fund" establishedby the Central Government on 3rd October 2019. The Company shall transfer theunclaimed dividend for the financial year 2012-13 to Investor Education and ProtectionFund on or before October14 2020 upon completion of 7 years from the date of transfer ofsaid dividend into the Unclaimed Dividend Account in compliance with the provisions ofSection 125 of the Companies Act 2013.

The shareholders who have not encashed their dividend warrants for the financial year2012-13 or any subsequent year are requested to lodge their claims for revalidation ofdividend warrants. The Company is intimating those members who have so far not claimed theunpaid dividend for the financial year 2012-13.

The Company has transferred 14416 shares to "Investor Education and ProtectionFund" in the previous year and the Dividend on such shares was also transferred tothe Investor Education and Protection Fund (IEPF).

The Company would be transferring the required shares this year as per the datafinalized by KFIN Technologies Private Limited Registrar and Transfer Agent of theCompany.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and arecommitted to it for the effective functioning of the Board.

No director resigned from the Company during the period under review.

However Mr. Rajeev Ranjan Vederah Independent Director of the Company has tenderedhis resignation with effect from 16th June 2020 and the same has been taken onrecord by the Board of Directors from the said date.

The Board has also appointed Mr. Tarun Singhal (DIN: 07056960) as an AdditionalDirector (Non-executive and Independent) with effect from 18th June 2020 tohold office upto the date of this ensuing Annual General Meeting.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the company Mr. Navin Juneja (DIN: 00094520) is liable to retire byrotation and being eligible o_ers himself for re-appointment.

Details of the proposal for director seeking re-appointment are mentioned in theannexure to the Explanatory Statement of the Notice of 63rd Annual GeneralMeeting. The Board recommends hisre-appointment to the members for their approval.

APPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE APPOINTMENT

Mr. Ajay Kumar Vij was appointed as an Additional Director of the Company w.e.f 2ndJanuary 2019. He is the Co-Founder and CEO of Asian Healthcare Fund (AHF) one of India'spremier ‘Healthcare' focused Private Equity fund and a seasoned professional havingover 16 years of experience in healthcare industry. He has wide experience in identifyingpromising business opportunities developing growth strategy structuring global expansionand alliances. He also meets the criteria of independence as per the provisions of Section149(6) of the Companies Act 2013.

At their 62nd Annual General Meeting held on 25th September2019 the members had approved the appointment of Mr. Ajay Kumar Vij as IndependentDirector for a period of five (5) years w.e.f 25th September 2019. The Boardis of the opinion that the appointment of Mr. Ajay Kumar Vij would be beneficial for theCompany as he possesses requisite experience and expertise and has a strong boardperformance.

The Board has also appointed Mr. Tarun Singhal (DIN:07056960) as an Additional Director(Non-executive and Independent) with effect from 18th June 2020 to hold officeupto the date of this ensuing Annual General Meeting. Mr. Singhal is a B. Tech (E.E) fromthe Indian Institute of Technology Kanpur and is a retired top level executive with 41years' experience including 22 years in the automotive industry in India and abroad.Currently he is serving as an independent consultant to the Auto Industry and is also onthe Board of TANDT Multi Trading Private Limited and Allied Motors Limited.

Mr. Tarun Singhal possesses the desired knowledge and experience for being appointed asIndependent Director of the Company. Mr. Singhal also meets the criteria of independenceas per the provisions of Section 149(6) of the Companies Act 2013. The Board is of theopinion that the appointment of Mr. Tarun Singhal is in the best interests of the Company.

The appointment of Mr. Tarun Singhal for a term of five years w.e.f the ensuing AnnualGeneral Meeting has been approved by the Board of Directors on the recommendation of theNomination and Remuneration Committee subject to approval by the shareholders. The saiditem of re-appointment of Mr. Tarun Singhal is on the agenda of the ensuing Annual GeneralMeeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the Certificates of Independence stating thatthey fulfill the criteria of independence as per the provisions of Section 149(6) of theCompanies Act 2013 and are not disqualified to act as Independent Directors.

They have also complied with requirements of Code for Independent Directors prescribedin Schedule IV of the Companies Act 2013. The Board is of the opinion that IndependentDirectors fulfill the independence requirement in strict sense and are eligible tocontinue as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date company has following key managerial personnel in compliance with theprovisions of Section 203 of the Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director
2. Mr. Manish Khanna - Chief Financial Officer
3. Mrs. Seema Narang - Company Secretary

All Directors key managerial personnel and senior management have confirmed compliancewith the Company's Code of Conduct.

BOARD MEETINGS

During the Financial Year 2019-20 5 (five) Board Meetings were held on 04.05.201929.05.2019 13.08.2019 14.11.2019 and 13.02.2020. Details of the same are available inthe section Meetings of the Board of Directors' in the Corporate Governance Report.

AUDIT COMMITTEE

During the Financial Year 2019-20 4 (four) meetings of Audit Committee were held on29.05.2019 13.08.2019 14.11.2019 and 13.02.2020.

The composition of the Audit Committee of the Company is as under:-

Name of Director Category
Mr. V. Mohan Chairman Independent Director
Mr. Anil Kumar Mehra Member Independent Director
Mrs. Priyanka Gulati Member Independent Director
Mr. Amit Burman Member Independent Director
Mr. Vidur Talwar Member Non- Executive Director
Mr. Anuj Talwar Member Executive Director

The Chief Financial Officer Statutory Auditors and the Internal Auditors of theCompany are permanent invitees to the meetings of the Audit Committee.

It is a practice of the Committee to extend an invitation to Cost Auditor to attend themeeting as and when required.

Mrs. Seema Narang Company Secretary is the Secretary of the Audit Committee.

All the recommendations of the Audit Committee have been duly accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2019-20 1 (One) meeting of Nomination and RemunerationCommittee were held on February 13 2020.

The composition of the Nomination and Remuneration Committee of the Company is asunder:-

Name of Director Category
Mr. Anil Kumar Mehra Chairman Independent Director
Mr. Amit Burman Member Independent Director
Mr. V. Mohan Member Independent Director

STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the Financial Year 2019-20 4 (four) meetings of Stakeholders' RelationshipCommittee were held on 29.05.2019 13.08.2019 14.11.2019 and 13.02.2020.

The composition of the Stakeholders' Relationship Committee of the Company is asunder:-

Name of Director Category
Mr. Naresh Talwar* Chairman Non-Executive Director
Mr. Navin Juneja** Chairman Non-Executive – Non Independent Director
Mr. Anil Kumar Mehra Member Independent Director
Mr. V. Mohan Member Independent Director

*Ceased to be a member w.e.f 13.08.2019 **Appointed as a member w.e.f 13.08.2019

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year 2019-20 1 (one) meetingof Corporate Social ResponsibilityCommittee was held on 13.02.2020.

The composition of the Corporate Social Responsibility Committee of the Company is asunder:-

Name of Director Category
Mr. Umesh Talwar Chairman Vice Chairman & Managing Director
Mr. Amit Burman Member Independent Director
Mr. Navin Juneja Member Non-Executive – Non Independent Director

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee forselections and appointments of Directors senior management and decides theirremuneration after reviewing their qualifications positive attributes independence ofDirectors board diversity.

Remuneration Policy of the Company is based on the fundamental principles of paymentfor performance potential growth and aligning remuneration with the longer terminterests of the Company and its shareholders promoting a culture of merit recognitionand creating a linkage to corporate and individual performance. The criteria forperformance evaluation of Directors cover the areas relevant to their functioning asmember of Board or its Committees thereof. The manner in which the performance evaluationof the Board and its Committees thereof the Chairman and the Directors individually hasbeen carried out has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on company's websitewww.talbros.com.

RELATED PARTY DISCLOSURES

Related party transactions are periodically reviewed and approved by Audit committeeand are also placed before the Board for necessary approval. The Company has developedstandard operating procedures for the purpose of identification and monitoring of suchtransactions as referred to in Section 188(1) of the Companies Act 2013.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large. The contracts orarrangements of the Company with related parties during the period under review were inordinary course of business and on arms' length basis and in accordance with theshareholders' approval by way of special resolution wherever required.

The Board has approved policy for related party transactions in terms of provision ofRegulation 23 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015which is available on company's website www.talbros.com. The prescribed Form AOC- 2giving particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 is attached as Annexure II.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility (CSR) policy which encompassesits philosophy and guides its sustained e_orts for supporting socially useful programs forwelfare and sustainable development of the weaker sections of the society.

Due to the situation caused by the Covid-19 pandemic the CSR Committee has decidedthat the Company should postpone the CSR spending for the financial year 2019-20. TheCommittee has decided that the amount unspent for the CSR activities for the financialyear 2019-20 will be carried forward and spent during the current financial year tofulfill its obligations and ensure compliance with provisions of Section 135 of theCompanies Act 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate A_airs the Company undertakes activities as per the CSR Policy (available oncompany's websitewww.talbros.com) and further details of the CSR activities are containedin the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. J C Bhalla & Co. (Firm Registration No. 001111N) Chartered Accountants NewDelhi are the Statutory Auditors of the Company.

The Report given by M/s. J C Bhalla & Co. Chartered Accountants StatutoryAuditors on the financial statement of the Company for the financial year 2019-20 is partof the Annual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 &Certificate ofPractice No. 3116) a practicing Company Secretary for carrying out secretarial audit interms of the provisions of Section 204 of the Companies Act 2013 for the financial year2020-21.

The Secretarial Audit Report for the financial year ended 31st March 2020as provided by M/s. Kiran Sharma & Co. Practicing Company Secretary is annexed tothis Report as Annexure IV and forms part of this report.

There are no qualifications reservations or adverse remarks made by SecretarialAuditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s Vijender Sharma & Co. Cost accountants (FirmRegistration No. 00180) were re-appointed as the cost auditors of the Company for thefinancial year ending 31st March 2020 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules.

The Cost Audit Report for the financial year 2018-19 issued by M/s.Vijendra Sharma& Co. Cost accountants (Firm Registration No. 00180) in respect of the variousproducts as prescribed under the Cost Audit Rules was filed in the prescribed form withthe Ministry of Corporate A_airs (MCA) during the year. The remuneration of Cost Auditorshas been approved by the Board of Directors on the recommendation of Audit Committee. Therequisite resolution for ratification of remuneration of Cost Auditors by members of theCompany has been set out in the Notice of the ensuing Annual General Meeting. Further onthe recommendation of the Audit Committee the Board of Directors have also re-appointedthem as Cost Auditors for financial year 2020-21 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 yourDirectors hereby state and confirm:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departure was made for the same;

b) That 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 period ended on 31st March 2020;

c) That Directors have taken proper and su_cient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

f) That the directors have laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and e_cientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

FRAUDS REPORTED DURING THE YEAR

No material frauds were reported for the period under review.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures as on 31st March 2020 in Form AOC-1 is annexed tothis Report as Annexure V.

CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134(3)(m) of The Companies Act 2013read with Rule 8(3) of The Companies (Accounts) Rules 2014 statement showing particularswith respect to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are annexed hereto as Annexure VI and form part of this report.

PARTICULARS OF REMUNERATION OF EMPLOYEES

The information/details required in terms of Section 197(12) of the Companies Act 2013read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this reportas Annexure –VII.

The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the Company during the year. It is thecollective spirit of partnership across all sections of employees and their sense ofownership and commitment that has helped the Company to grow.

FIXED DEPOSITS

The total amount of deposits outstanding as on 31st March 2020 stands atRs. 1.48 crores.

No fresh deposits were accepted during the year. Deposit amounting to Rs. 119806/-remains unclaimed at the end of financial year 2019-20 and the same has been transferredto IEPF Authority on 12th June 2020.

There has been no default in repayment of deposits or payment of interest thereonduring the year.

No order with respect to depositors for extension of time for repayment penaltyimposed has been received from National Company Law Tribunal (NCLT)/National Company LawAppellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) Mumbai andNational Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions ofCorporate Governance as per the requirement of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 is enclosed as and is part of this Report.

The Board of Directors support the concept of Corporate Governance and having regard totransparency accountability and rationale behind the decisions have made properdisclosures separately under the heading "Report on Corporate Governance" whichforms part of this Annual Report.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed to provide anenvironment which is free of discrimination intimidation and abuse.

The Company has put in place a policy on redressal of Sexual Harassment and a Policy onredressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Sexual Harassment Act"). Asper the policy any employee may report his/ her complaint to the Redressal Committeeformed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the object of providing a safe working environment where employees feel secure. Thecompany has also constituted an Internal Complaints Committee to inquire into complaintsof sexual harassment and recommendation for appropriate action. Policy regarding SexualHarassment at Work Place is available at the company website i.e. www.talbros.com

The Annual Report of the Internal Complaints Committee of the Company pursuant toSection 21 of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules framed thereunder for the year ended 31stDecember 2019 has duly been filed to the appropriate Local Complaints Committee.

The Internal Complaints Committee of the Company had been reconstituted during the yearunder review. The composition of the Committee is as under:-

Name of Member Designation
Mrs. Seema Narang Chairperson
Ms. Revati Talwar Member
Mr. Anshu Mehra Member
Ms. Heena Singh Member

No complaints have been filed/ disposed of/ pending during the financial year ended 31stMarch 2020.

RISK MANAGEMENT

Risk management forms an integral part of management policy and is an ongoing processintegrated with operations. The Company has formulated a process for risk management. Thecompany has set up a core group of leadership team which identifies assesses the risksand the trends exposure and potential impact analysis at different level and lays downthe procedure for minimization of the risks. Company has identified various strategicoperational and financial risks which may impact company adversely; however managementbelieves that the mitigation plans for identified risks are in place and may not threatenthe existence of the company.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 avigil mechanism for Directors and employees to report genuine concerns has beenestablished. Details of establishment of vigil mechanism/ whistle blower are disclosed inthe Corporate Governance Report.

The policy on vigil mechanism is available on company's website at www.talbros.com Inexceptional circumstances or issues related to reprisal retaliation victimization of anywhistle blower the employee shall have direct access to Mr. V. Mohan - Chairman of theAudit Committee.

During the year under review no employee was denied access to the system to report anygrievance.

No complaint/ grievance were received from any employee during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS I MPA CTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by Instituteof Company Secretaries of India (ICSI).

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed to this report as AnnexureVIII and is also placed on Company's website www.talbros.com.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers shareholdersemployees financial institutions and banks and all other stakeholders and we lookforward to their continued support.

For and on behalf of the Board
Sd/- Sd/-
Umesh Talwar Anuj Talwar
Place: Gurugram Vice Chairman & Managing Director Joint Managing Director
Date: 29th June 2020 (DIN: 00059271) (DIN: 00628063)

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