Taparia Tools Ltd.
|BSE: 505685||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE614R01014|
|BSE 00:00 | 18 Aug||Taparia Tools Ltd|
|NSE 05:30 | 01 Jan||Taparia Tools Ltd|
|BSE: 505685||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE614R01014|
|BSE 00:00 | 18 Aug||Taparia Tools Ltd|
|NSE 05:30 | 01 Jan||Taparia Tools Ltd|
To the Members of Taparia Tools Limited
Your Directors have pleasure in presenting the 54th Annual Report on the operations ofthe Company together with the Audited Financial Statements for the year ended March 312020.
FI NANCIAL PERFORMANCE (as per Ind AS)
(Rs in Lakh)
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 capital investment setting of premises at Valvada (GujaratState) etc.
REVI EW OF OPERATI ONS
The Company's total Revenue for F.Y. 2019-2020 amounting to Rs 47537.99 lakh wasslightly higher than Rs 47283.15 Lakh of previous year. However the Profit earned aftertax is Rs 3058.82 Lakh in the current year represents an increase of 30.11% against Rs2350.95 Lakh in the previous year. Despite of the rise in input cost and keen competitionin the hand tools market the current results of the Company are fair and satisfactory.
Global and Indian Economy
GDP growth moderated to 4.8 per cent in the 1st half of 2019-2020 amidst a weakenedglobal trade and demand as per the economic survey tabled before the Parliament. Cpiinflation increased to 4.1% in 2019-20 from 3.7% in 2018-19 with major drivers being foodand beverages particularly vegetables and pulses. WPI inflation declined to 1.5% in2019-20 from 4.7% in 201819. However the affordability of meal improved by 29 percent(from 2016-17 to 2019-20). India is moving forward on the path of Sustainable DevelopmentGrowth through well-designed initiatives as per SDG India Index. Some reforms wereundertaken during 2019-20 to boost investment consumption and exports include speedingup the insolvency resolution process under Insolvency and Bankruptcy Code (IBC) Easing ofcredit particularly for the stressed real estate and NBFC sectors and launch of theNational Infrastructure Pipeline for the period FY 2020-2025.
An economic recession gripped global economy following the lockdowns due to COVID-19pandemic. With cut in GDP growth forecast for India to 2 per cent for the fiscal yearending March 2021 after lowering it to 5.1 per cent previously which would makes it theslowest growth in India over the past 30 years. World Bank Officials have pointed that"Steps to improve the business climate the rule of law debt management andproductivity can help achieve sustained growth".
Your Company is committed to follow the best practices of Corporate Governance and theBoard is responsible to ensure the same from time to time.
Your Company has duly complied with the Corporate Governance requirements as set outunder Chapter IV of the SEBI Listing Regulations from time to time and the SecretarialAuditor of the Company vide his Certificate dated 26th June 2020 has confirmed that theCompany is and has been compliant with the conditions stipulated in the Chapter IV of theSEBI Listing Regulations. The said Certificate is annexed as Annexure D to this Report.
It has been the endeavor of your Company to follow and implement best practices incorporate governance in letter and spirit. A report on Corporate Governance together witha certificate from the Auditor of the Company regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report is attached.
LISTING INFORMATI ON
The equity shares of the company are listed on the Bombay Stock Exchange. The listingfees for the year 2020-2021 have been paid to BSE.
DEMATERIALISATION OF SHARES
Since the initiation of the dematerialization of shares of the Promoter and Promotergroup the Company has dematerialized 75.83% of their shareholding as on date. ThePromoters and Promoter Group have finished the dematerialization of their shareholdingwhatever has been possible.
During the financial year 2019-2020 the Company has not accepted any deposit withinthe meaning of Sections 73 and 74 of the Companies Act 2013 ("the Act") readtogether with the Companies (Acceptance of Deposits) Rules 2014.
LOANS GUARANTEES AND I NVESTMENT
During the financial year 2019-2020 the Company has not given any guarantee for loanstaken by others from banks or other financial institutions. The Company has not taken anyTerm Loan.
During the financial year 2019-2020 the Company invested surplus fund generated fromits operating activities in the Plans of HDFC MUTUAL FUND. The balance as on 31st March2020 was Rs 2329.26 lakh.
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 shall wellcontinue 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 and providinga holistic environment gathers opportunities for employees to realize their potential.Company's performance driven culture helps and motivates employees to excel in theirrespective areas and progress within the organization.
The company has always recognized talent and has judiciously followed the principle ofrewarding performance.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri D. P. Taparia (DIN : 00126892) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. Briefprofile of Shri D.P. Taparia is given in the Annexure I to the Notice.
Shri Virendraa Bangur (DIN : 00237043) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.Brief profile of Shri Virendraa Bangur is given in the Annexure I to the Notice.
Pursuant to the recommendation of the Nomination and Remuneration Committee Shri H.N.Taparia (DIN : 00126774) was reappointed by the Board of Directors subject to theapproval of the shareholders as the Managing Director of the Company on July 24 2020 fora further period of 3 (three) years with effect from September 17 2020.
It is proposed to re-appoint Mrs. Disha Nitin Wadhwani (DIN: 06980759) as anIndependent Director of the company to hold office for a term of 3 (three) consecutiveyears till the conclusion of the 57th Annual General Meeting to be held in the calendaryear 2023.
Brief profile of these Directors is given in the Annexure I to the Notice.
During the year the Independent directors of the Company had no pecuniary relationshipor transactions with the Company.
DI RECTORS' RESPONSI BI LI TY STATEMENT
To the best of our knowledge and belief and based on the information andrepresentations received from the operating management your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2020 and of the profit of the Company for the year ended on thatdate;
(c) t hat proper and sufficient care has been taken 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;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internalfinancial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems are adequate and operating effectively.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received necessary declaration from each of the independent directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
ANNUAL EVALUATI ON OF THE BOARD AND BOARD COMMITTEES
The Board carried out an annual evaluation of its own performance of the IndependentDirectors individually as well as of the working of the Committees of the Board. Theevaluation of performance of the Board and its Committees Independent DirectorsNon-Independent Directors and Chairperson carried out by the Board was found to be highlysatisfactory. The Board also noted that all the independent Directors of the Company arefulfilling the criteria of their independence as per the provisions of section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015.
RELATED PARTY TRANSACTI ONS
The company has formulated a policy on Related Party Transactions for purpose ofidentification and monitoring of such transactions. There were no materially significantRelated Party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the company atlarge.
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013 which require reporting in Form AOC -2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014.
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 financial and operationalinformation compliance of various internal controls and other regulatory and statutorycompliance. During the year under review no material or serious observation has beenreceived from the Internal Auditor of the Company for inefficiency or inadequacy of suchcontrols.
On the basis of good internal control company ensures:
Orderly and efficient conduct of operations
Security of its assets
Prevention of frauds and errors
Reliable and accuracy of financial records
PARTI CULARS OF EMPLOYEES
The Information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed herewith as Annexure - 'A'.
MEETI NGS 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.
The composition terms of reference meetings held etc. of the Audit Committee isprovided in Corporate 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.
NOMINATION AND REMUNERATI ON COMMITTEE
The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in the Corporate Governance Report which forms part of this Annual Report.
AUDITOR AND AUDITOR'S REPORT
M/s. Harshil Shah & Company Chartered Accountants Mumbai (Reg. No. 141179W) wereappointed as Statutory Auditor of the Company for a term of 5 (five) consecutive yearsat the annual General Meeting held on 27th September 2019.
The Company has received the confirmation from Statutory Auditor stating that they arenot disqualified from continuing as auditor of the Company.
There has been no qualification reservation adverse remark or disclaimer given by theStatutory Auditor in their Report for the year under review.
Also no frauds in terms of the provisions of Section 143(12) of the Companies Act2013 have been reported by the Statutory Auditor in their report for the year underreview.
The Notes to the Financial Statements are selfexplanatory and do not call for anyfurther comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board appointed CSSagar Khandelwal Practicing Company Secretary to conduct Secretarial Audit for the F.Y.2019-2020.
Secretarial Auditor's Report
The Secretarial Audit Report for the Financial Year ended March 31 2020 is annexed asAnnexure - 'D' to the Report and Management Reply on the observations stated in theSecretarial Audit Report is annexed as Annexure - 'E'.
The maintenance of cost records is not applicable to the Company as per the amendedCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 148(1) of the Companies Act 2013.
Internal Financial Controls Audit
The Board has laid down Internal Financial Controls within the meaning of theexplanation to Section 134 (5) (e) ("IFC") of the Companies Act 2013. The Boardbelieves the Company has sound IFC commensurate with the nature and size of its business.Business is however dynamic. The Board is seized of the fact that IFC are not static andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asBusiness evolves. The Company has a process in place to continuously identify such gapsand implement newer and or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
Details of Internal Financial Control and its adequacy are included as an Annexure 'B'to the Independent Auditor's Report.
The Board of the Company has framed a risk management policy and monitors the riskmanagement plan for the Company. The Board reviews the risk management plan and ensuringits effectiveness.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of the Company has constituted a CSR Committee. CSR Committee of the Board hasdeveloped a CSR Policy which is enclosed as part of this report Annexure - 'B'.Additionally the CSR Policy has been uploaded on the website of the Company atwww.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.
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
DI SCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHI BI TION AND REDRESSAL)
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under theCompany formulated an internal policy on Sexual Harassment at Workplace (PreventionProhibition 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 - 'F' to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunalswhich could impact the going concern status of the Company and its future operations.
INTERIM ORDER BY SEBI
The Company has received an Interim Order from SEBI on 20/05/2015 for the allegedNon-Compliance of the Minimum Public Shareholding. The Company is of the view that therehas been no violation with reference to Promoter Shareholding. The said stand of theCompany has been intimated to SEBI vide Company's letter dated 14/10/2015. Personalhearing on the same was held on 03rd October 2018. The Company has received Order dated26th June 2019 from SEBI confirming the directions issued vide Interim Order dated 20thMay 2015.
The Company has filed an Appeal on 13th August 2019 at Securities Appellate Tribunal(SAT) Mumbai against the Order dated 26th June 2019 received from SEBI confirming thedirections issued by SEBI vide Interim Order dated 20th May 2015. The Appeal is inprocess.
As directed in the Order Company has regularly submitted compliance reports onquarterly basis to BSE.
- There were no material changes and commitments affecting the financial position ofyour Company between end of the financial year and the date of this report.
- Your Company has not issued any equity shares or shares with differential votingrights during the financial year.
- Your Company did not issue any sweat equity shares debentures or bonds during theyear.
- For expansion of business company has initiated and started plant at Valvada GujaratState) which is under construction.
We take this opportunity to express sincere appreciation for the cooperation andassistance of Central and State Government authorities bankers customers suppliers andbusiness associates. We also wish to place on record our sincere appreciation for thecommitted services by each and every employee of the Company in driving the growth of theCompany. We acknowledge with gratitude the encouragement and support extended by ourvalued shareholders.
For and on behalf of the Board of Directors