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Talbros Engineering Ltd.

BSE: 538987 Sector: Auto
NSE: N.A. ISIN Code: INE717E01013
BSE 00:00 | 05 Mar 161.85 -3.15
(-1.91%)
OPEN

165.10

HIGH

165.10

LOW

156.90

NSE 05:30 | 01 Jan Talbros Engineering Ltd
OPEN 165.10
PREVIOUS CLOSE 165.00
VOLUME 2732
52-Week high 183.45
52-Week low 51.35
P/E 13.40
Mkt Cap.(Rs cr) 82
Buy Price 159.00
Buy Qty 10.00
Sell Price 167.70
Sell Qty 20.00
OPEN 165.10
CLOSE 165.00
VOLUME 2732
52-Week high 183.45
52-Week low 51.35
P/E 13.40
Mkt Cap.(Rs cr) 82
Buy Price 159.00
Buy Qty 10.00
Sell Price 167.70
Sell Qty 20.00

Talbros Engineering Ltd. (TALBROSENGG) - Director Report

Company director report

To The Members

The Directors have pleasure in presenting 34th Annual Report on the businessand operations of the Company alongwith the audited Balance Sheet and Statement of Profit& Loss for the year ended on 31st March 2020.

FINANCIAL RESULTS: (Rs. in Lacs)
Particulars Year Ended 31st March 2020 Year Ended 31st March 2019
Revenue from Operations
- Sale of Products 20732 25797
- Other Operating revenues 891 1128
Total Revenue from Operations 21623 26925
Other Income 112 146
Total Income 21735 27071
Profit before Interest Depreciation & Tax 2008 2540
Less: Interest 720 682
Depreciation 783 652
Exceptional Items NIL 77
Profit Before Tax and After Exceptional Items 505 1129
Less: Previous Year adjustments (26) 19
Provision for current year income-tax 77 290
Provision for Deferred Tax 52 100
Net Profit after tax 402 720
Net profit after tax and adjustments 402 720
Other Comprehensive Income
- Items that will not be classified to profit or loss (15) 11
- Items that will classified to profit or loss (3) NIL
Total Income 384 731
EPS (Basic) 7.57 14.41
EPS (Diluted) 7.57 14.41

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of Rs. 21623 Lakhs in thisfinancial year ended on 31st March 2020 as against 26925 Lakhs for theprevious financial year. The net profit after tax for this year is Rs. 402 Lakhs ascompared to Rs. 720 Lakhs for the previous financial year. Reserves & Surplus as on 31stMarch 2020 stand at

Rs. 5554 Lakhs as against the paid-up capital of Rs. 508 Lakhs.

DIVIDEND:

Your Directors do not recommend any for the financial year 2019-20.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer to the general reserves and it is proposed to beretained in the profit and loss account.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on 31st March 2020 wasRs. 507.65 Lakhs comprising of 5076504 Equity Shares of Rs. 10/- each. There is nochange in Authorised Subscribed Issued and paid up capital of the Company during theyear under review.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all unpaid and unclaimeddividends are required to be transferred by the Company to IEPF established by theGovernment of India after completion of seven years. Further according to the Rules theshares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to demat account of the IEPFAuthority. Accordingly the Company has transferred the unclaimed and unpaid dividends ofRs. 123307/- pertaining to unclaimed and unpaid dividend for the financial year 2011-12.Further 12671 corresponding shares were transferred as per the requirements of IEPFRules. The details are provided on our website www.talbrosaxles.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143"OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"

No matters of actual or alleged fraud has been reported by the auditors undersub-section 12 of Section 143 of Companies Act 2013.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited whereyour Company's shares are listed.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed M/s Harshit Bansal &Associates Chartered Accountants as Internal Auditors of the Company for financial year2019-20. To maintain the objectivity and independence the Internal Audit team reports tothe Chairman of the Audit Committee of the Board and to the President/COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol system in the company accounting procedures and policies. Based on the internalaudit report the Company undertake corrective action in their respective areas andthereby strengthen the control.

MARKETING AND EXPORT:

The export sales of the Company during the financial year 2019-20 stands at Rs. 4364Lakhs as against Rs. 5207 Lakhs in the previous fiscal.

BORROWINGS:

The Company's consolidated borrowings as on March 31 2020 was Rs. 8567 Lakhs asagainst Rs. 10501 Lakhs as at March 31 2019.

RATING:

Your Company has been assigned a rating of BBB+ (Stable outlook) for Long Term BankFacilities (Term Loans) of

Rs. 11.72 Crores and rating of BBB+/A2 for Short Term Bank Facilities (Fund BasedLimits) availed from DBS Bank Limited Yes Bank Limited HDFC Bank Limited The Hongkongand Shanghai Banking Corp. Ltd. The rating is assigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company.

DIRECTORS:

The Board of Directors consists of executive and non-executive directors includingindependent directors who have wide and varied experience in different disciplines ofcorporate functioning.

During the year Mr. Sarabjeet Singh has been appointed as an Additional IndependentNon Executive Director w.e.f. 15th November 2019 pursuant to the provisions ofsection 161 of the Companies Act 2013 who shall hold the office of Director upto theEnsuing General Meeting. However the Nomination and Remuneration Committee hasrecommended for confirmation of his appointment in ensuing General Meeting. A resolutionseeking shareholder's approval for his appointment forms part of the Notice.

Mr. Sanjay Sharma Executive Director is liable to retire by rotation and beingeligible offers himself for re-appointment. Your Directors recommend for hisre-appointment.

The first consecutive term of Mr. Kuldeep Singh Bhalla as an Independent Director willexpire on 31st March 2021. The Board of Directors based on the performanceevaluation and as per the recommendation of Nomination and Remuneration Committee hasrecommended his reappointment for second consecutive term of 5 (Five) years commencingfrom 01st April 2021. A resolution seeking shareholder's approval for hisappointment forms part of the Notice.

The tenure of Mr. Vijay Kumar Sharma as an Executive Director of the Company willexpire on 30th September 2020. The Board of Directors based on his overallperformance and as per recommendations of Nomination and Remuneration Committeerecommended his reappointment as an Executive Director for a further period of 5(Five)Years commencing from 01st October 2020. A resolution seeking shareholder'sapproval for his appointment forms part of the Notice.

Pursuant to section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany during the year are Mr. Vijay Kumar Sharma Executive Director Mr. Sanjay SharmaExecutive Director Mr. Kanwar Pal Pawar Chief Financial Officer and Mr. Ankush JindalCompany Secretary.

COMPOSITION OF COMMITTEES

The Composition of all Committees formed by the Board is provided in CorporateGovernance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company as required under Schedule IV of the Companies Act 2013 and ListingRegulations has made arrangements to facilitate the Independent Directors to familiarizewith the operations of the Company their roles rights responsibilities as Directors ofthe Company considering the nature of the Industry in which the Company operates businessmodel of the Company etc. The above aspect can be accessed on websitewww.talbrosaxles.com. During the year 2019-20 Mr. Sarabjeet Singh has been appointed asan Independent Director of the Company w.e.f. 15th November 2019 for a firstconsecutive term of 5 (Five) years subject to the approval of shareholders.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribedunder section 133 of Companies Act 2013 read with Rule 3 of the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standards) AmendmentRules 2016 effective from April 2016 the Company has adopted all the Ind AS standardsand the adoption was carried out in accordance with applicable transition guidance.

The directors confirm that:

(i) In preparation of the annual accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of section 149(6) of the Companies Act 2013 and underregulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Independent Directors have also confirmed that they have included their name in databank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment andQualification of Directors) Rules 2014.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (Five) times during the financial year under review the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed under theCompanies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and Regulation 25(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and as per Guidance Noticeissued by SEBI the Board has carried out annual performance evaluation for Financial Year2019-20.

Independent Directors at their meeting without the participation of the Non-IndependentDirectors and Management considered / evaluated the Boards' performance assessed thequality quantity and timeliness of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

The Board subsequently evaluated its own performance the working of its committees(Audit Nomination and Remuneration Committee Stakeholders Relationship Committee andCorporate Social Responsibility Committee) and Independent Directors (withoutparticipation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 74-75-76 Sector 6 FaridabadHaryana – 121 006.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on director's appointment and remuneration and other matterspursuant to section 178(3) of the Companies Act 2013 has been disclosed in CorporateGovernance Report which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of theBoard principal executive officers principal financial officers principal accountingofficers or controllers and all senior management of the Company. The code has been titledas "Code of Ethics for Designated Persons". The same has been posted on thewebsite of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employeesand to build a transparency between the management and stakeholders of the Companycompliance with governmental laws rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director aschairman. During the year 4 (Four) meetings of the committee were held. The responsibilityand duties of Audit Committee have been detailed in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non ExecutiveDirectors. During the year 2 (Two) meetings have been held. The key areas of Committeehave been detailed in Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of Companies Act 2013. The detail of investments made by the Company is givenin the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of theCompany.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There has been no material changes and commitments which affect the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of this report except the impact arising out ofCOVID-10 pandemic situation.

The World Health Organisation (WHO) has declared COVID-19 outbreak as a pandemic on 11thMarch 2020. Consequently the Indian Government has taken several measures includingimposing of multiple lockdowns w.e.f. 22nd March 2020 which was extended in aphased manner till May 31 2020. All businesses and services except essential serviceshave been closed during the period of lockdown. However in order to mitigate the economicand social hardship the lockdown has been partially lifted in the month of May and June2020.

The Company has partially resumed its operations with minimum staff considering thesafety precautions and after taking permissions from prescribed authorities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a policy on RelatedParty Transactions which can be accessed on Company's website www.talbrosaxles.com. Thepolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and related parties.

All Related Party Transactions have been placed before the Audit Committee forapproval. A Statement containing the details of all Related Party Transactions has beenplaced before the Audit Committee for its review on a quarterly basis. Pursuant toRegulation 23(9) of SEBI (LODR) Regulations 2015 related party transactions are reportedto stock exchange on a half-yearly basis.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Information on transaction with related partiespursuant to section 134(3)(h) of Companies Act 2013 read with rule 8(2) of Companies(Accounts) Rules 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of theCompany. The Vice Chairman and CFO can approach and discuss the matter with Chairman orAudit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year underreview.

STATUTORY AUDITORS:

M/s DSRV and Co. LLP Chartered Accountants (Firm registration number 006993N) wasappointed as Statutory Auditors of the Company to hold the office from the conclusion of31st Annual General Meeting held on 28th September 2017 till theconclusion of 36th Annual General Meeting to be held in year 2022 subject tothe ratification by shareholders at every Annual General Meeting or as may be necessitatedby the Act from time to time. The Ministry of Corporate Affairs vide their notificationdated 7th May 2018 has dispensed the requirement of ratification of StatutoryAuditors and each Annual General Meeting.

The Statutory Auditors Report for Financial Year 2019-20 on the financial statement ofthe Company forms part of this Annual Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors in their audit report on the financialstatements for the year ended on 31st March 2020. The observations of theStatutory Auditors are self-explanatory and therefore Directors don't have any furthercomments on the same.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Anuj Gupta & Associates Company Secretaries to holdthe office of Secretarial Auditors and to conduct the Secretarial Audit pursuant tosection 204 of Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit Report for the financial yearended on 31st March 2020 is being attached with the

Director's Report as Annexure – B which is self explanatory and needs no comments.

Pursuant to recent amendments in Listing Regulations read with SEBI circular NO.LIST/COMP/14/2018 dated June 20 2018 a certificate from M/s Anuj Gupta & AssociatesCompany Secretary in Practice that none of the Directors on the Board of the Company havebeen debarred or disqualified from being appointed or continuing as directors of Companiesby the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed toCorporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complied with all applicable Secretarial Standards.

COST AUDITOR'S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire burglary andother risks which are considered necessary by the management and suggested by the bankersof the Company.

PREVENTION OF INSIDER TRADING:

The Company has formulated and adopted code for prevention of insider trading. The samehas also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing incompany's shares and prohibits the sale or purchase by the Directors and designatedemployees while in possession of the unpublished price sensitive information and duringthe closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits under Chapter V of the Companies Act 2013during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to theguidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company hasimplemented all of its major stipulations as applicable to the Company. The StatutoryAuditor's Certificate dated 06th August 2020 in accordance with SEBI (Listing

Regulations) 2015 and report on Corporate Governance is annexed to and forming part ofthe Director's Report.

Mr. Tarun Talwar Chief Operating Officer and Mr. Kanwar Pal Pawar Chief FinancialOfficer have given a certificate to the Board as contemplated in Regulation 17(8) andSchedule V of SEBI (Listing Regulations) 2015.

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