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Techindia Nirman Ltd.

BSE: 526576 Sector: Infrastructure
NSE: TECHIN ISIN Code: INE778A01021
BSE 00:00 | 04 Oct 10.38 0.36
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VOLUME 4268
52-Week high 15.14
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P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
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OPEN 9.72
CLOSE 10.02
VOLUME 4268
52-Week high 15.14
52-Week low 5.25
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Techindia Nirman Ltd. (TECHIN) - Director Report

Company director report

Your Directors are pleased to present the Annual Report together with the AuditedAccounts of your Company for the financial year ended 31st March 2022.

1. FINANCIAL RESULTS.

(Rs in Lacs)

PARTICULARS

YEAR ENDED

Sr. No 31.03.2022 31.03.2021
1. Sales 0.00 0.00
2. Profit before Interest & Depreciation (49.95) (44.77)
3. Interest 0.00 0
4. Depreciation 2.62 2.62
5. Profit Before Tax & Extra-ordinary items (52.57) (47.39)
6. Tax Provision (Net of Deferred Tax) 0 0
7. Profit After Tax (52.57) (47.39)
8. Extra-Ordinary Items 0 0
9. Profit available for Appropriation (52.57) (47.39)
10 Balance carried to Balance Sheet (52.57) (47.39)

2. COMPANY'S PERFORMANCE AND OPERATION.

Although no business has been conducted by the Company in this year we are gearing upto venture into the new line of business of Real Estate and Infrastructure Developmentvery soon.

3. DIVIDEND.

Since the Company has not commenced operations in the new role the Directors have notrecommended any dividend for the financial year 2021-22.

4. DEPOSITS.

The company has not accepted any fixed deposits during the year under review.

5. SHARE CAPITAL.

The equity paid up share capital as on 31st March 2022 is Rs.143260000/-divided into 14326000 equity shares of face value of 10/- each and preference sharecapital as on 31st March 2022 is Rs. 7800000 divided into 78000 nonconvertible redeemable preference shares of Rs 100 each. And there is no any other issueof shares during the year also the Company has not issued shares with differential votingrights sweat equity shares nor has initiated any stock options.

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2021-22 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Corporate Governance Report) are being sent via email to allshareholders who have provided their email address (es). Full version of Annual Report2021-22 is also available for inspection at the registered office of the Company duringworking hours up to the date of ensuing Annual General Meeting (AGM). It is also availableat the Company`s website at www.techindianirman.com.

7. COVID-19 IMPACT.

The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. The health of the employees and workers became apriority; stoppage of operations for an uncertain period resulted in a large financialburden on the one hand and workforce idling on the other. COVID 19 was an unprecedentedchallenge. The lockdown gave India time to make a concerted effort to flatten the outbreakcurve. Now with the COVID having been dealt with and controlled the globe can witness arenewed economic condition. We are also planning to be a part of this.

8. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 24th August 2017 M/s Ashok RMajethia Chartered Accountants were appointed as the Statutory Auditors of the Companyto hold office till the conclusion of Annual General Meeting to be held to be held in year2022.

The statutory auditors report is annexed to this annual report. There are no adverseremarks on disclosure by the statutory auditors in their report. They have not reportedany incident of fraud to the Audit Committee of the Company during the year under review.Pursuant to Section 139(2) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the Company at its Annual General Meeting (AGM) held on 24th August2017 had appointed M/s Ashok R Majethia Chartered Accountants as Statutory Auditors tohold office from the conclusion AGM of the Company to be held in year 2022 subject toratification by shareholders every year as may be applicable. However the Ministry ofCorporate Affairs (MCA) vide its notification dated 7th May 2018 has omittedthe requirement under first proviso to section 139 of the Companies Act 2013 and rule3(7) of the Companies (Audit and Auditors) Rules 2014 regarding ratification ofappointment of statutory auditors by shareholders at every subsequent AGM.

9. AUDITORS' REPORT.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

10. INTERNAL AUDITORS.

The Board of Directors of the Company had appointed M/s M.K. Ghatiya and AssociatesCompany Secretaries as Internal Auditors to conduct Internal Audit of the Company for thefinancial year ended 31st March 2022. The Internal Audit reports are beingreviewed by the Audit Committee of the Company.

11. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) rules 2014 the Board of Directorshave appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) asSecretarial Auditors to conduct Secretarial Audit of the Company for the financial yearended on 31st March 2022. The Secretarial Audit Report issued by M/s. Neha PAgrawal Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report asAnnexure – IV.

12. SUBSIDERIES.

The Company does not have any subsidiary within the meaning of the Companies Act 2013.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of Internal Financial Controls with referenceto the financial statements to be disclosed in the Board`s report. The Company has a wellPlaced proper and adequate IFC system which ensures that all assets are safeguarded andprotected and that the transactions are authorised recorded and reported correctly. TheInternal Auditors are an integral part of the internal control system of the Company. Tomaintain its objective and independence the Internal Auditors report to the AuditCommittee of the Board. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control systems in the Company.

14. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors hereby confirms that

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.

ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2022 and of the profits of the company for thatperiod.

iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently.

vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15. DIRECTORS & KEY MANAGERIAL PERSON.

Director Retires by rotation

Mrs. Sweta Kagliwal (holding DIN 02052811) retires by rotation under Section 152 of theCompanies Act 2013 and being eligible offers herself for re-appointment.

Appointment of Directors

1. Mr. Hitesh Purohit (DIN-02340858) appointed as Additional (Independent Director) ofthe Company from 30th March 2022.

Cessation of Directors

1. Mr. Shrirang Shrikishan Agrawal (DIN-00119681) was resigned from the position of anIndependent Director on 15th February 2022.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Satish Kagliwal -Managing Director Mr. Sunil Dixit -Chief Financial Officer Mrs.Rajshree Jain -Company Secretary

16. DECLARATION OF INDEPENDENT DIRECTOR.

The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub section (6) of Section 149.

17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR

The details of the familiarization Programme for the Independent Directors is reportedin the Report on Corporate Governance which is attached to the Board's Report.

18. NUMBER OF MEETINGS OF THE BOARD.

Six meeting of the Board were held during the year. The dates on which the Boardmeetings were held are 05th June 2021 09th August 2021 27thSeptember 2021 27th October 2021 10th February 2022 and 30thMarch 2022. The details of attendance of Board meetings and Committee meetings held duringthe Financial Year 2021-22 forms part of the Corporate Governance Report.

19. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL

DIRECTORS.

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations 2015 the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. The detailed information in this regard has been given inthe Corporate Governance Report.

20. MANAGEMENT DISCUSSION & ANALYSIS.

The real estate market although dull at this juncture has a tremendous scope ofgrowth. We as a company plan to venture into this sector to reap operational benefits inthe future.

i. OPPORTUNITIES AND THREATS

The real estate market is always open to strategic opportunities but then it is alsoprone to the ups and downs from time to time. Covid brought the real estate market downwith no real work happening and no takers too. It resulted in a global slowdown. Our assetbase though is well placed at this juncture to catch the upside in the coming few years.Also as management the company is well placed with competent persons to encash the futureopportunities while keeping the inherent risks under check.

ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE

The Company would only be dealing in the real estate business and hence would bereported as one segment.

iii. OUTLOOK RISK AND CONCERNS

The main risk in the real estate and infrastructure industry is high cost ofconstruction and variable demand from time to time. The Company feels that with the largeasset base available at its disposal and also with competent management the company wouldbe able to face the situation better in future. There is an opportunity to accelerategrowth in the real estate sector which has remained stagnant for over past few years.

iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There is adequate internal control system in the company through internal audit andregular operational reviews.

v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During the year a numberof key HR initiatives were taken up to link business objectives with employee performance.The human resources of the Company are adequately motivated to work towards optimalperformance. The industrial relations are also cordial.

21. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS

OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel. The Company has developed a Related Party Transactions frame work throughstandard operation procedures for the purpose of identification and monitoring of suchtransactions. All Related Party Transactions are placed before the Audit Committee as alsoto be Board for approval. The particulars of contracts or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of\ theCompanies Act 2013 disclosed in Form No. AOC – 2 and is set out as Annexure-II andforms part of this report.

22. PARTICULARS OF LOANS AND GURANTEES OR INVESTMENTS UNDER SECTION 186

OF THE COMPANIES ACT 2013.

There is no loan given or guarantee provided or investment made by the Company duringthe financial year 2021-22 as per Section 186 of the Companies Act 2013.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The Company does not exceed the threshold limits mentioned in Section 135 (1) of theCompanies Act 2013. Therefore the provisions pertaining to Corporate SocialResponsibility are not applicable to the Company.

24. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingthe Company have its Code of Conduct for regulating monitoring and reporting of tradingby Designated Persons in line with the recent amendments brought by SEBI in the PITRegulations. The said Code lays down guidelines which advise Designated Persons on theprocedures to be followed and disclosures to be made in dealing with the shares of theCompany and cautions them on consequences of non-compliances. the Company has also updatedits Code of practices and procedures of fair disclosures of unpublished price sensitiveinformation by including a policy for determination of legitimate purposes.

25. MATERIAL CHANGES AND COMMITMENTS.

There are no material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2022 to the date of signing of the Director'sReport.

26. RISK ASSESMENT AND MANAGEMENT.

The Company is exposed to various business risks. These risks are driven throughexternal factors like economic environment competition regulations etc. The Company haslaid down a well define risk management mechanism covering the risk mapping and trendanalysis risk exposure potential impact and risk mitigation process. A detailed exerciseis being carried out to identify evaluate manage and monitor business and non-businessrisks. The Audit Committee and Board periodically review the risks and suggest steps to betaken to manage/mitigate the same through a properly defined framework. During the year arisk analysis and assessment was conducted and no major risks were noticed which maythreaten the existence of the Company.

27. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place anInternal Complaints' Committee. The following is a summary of sexual harassment complaintsreceived and disposed off during the year.

No. of complaints received: Nil No. of complaints disposed off: NA

28. ENVIRONMENTAL SAFETY .

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

29. COMMITTEE OF THE BOARD.

Currently the Board has three committees: The Audit Committee the Stakeholders'relationship committee the nomination & remuneration committee.

A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee Composition of the Committee Highlights of Duties responsibilities and activities
Audit Committee Mr. Vadla Nagabhushanam- Chairman ? All recommendations made by the Audit Committee during the year were accepted by the Board.
Mr. Shrirang Agrawal- Member (Resign on 15/02/2022) ? In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions.
Mr. Satish Kagliwal-Member
Mr. Hitesh Purohit-Member (Appointed on 30/03/2022)
Stakeholders' Mr. Vadla Nagabhushanam- Chairman ? The Committee reviews and ensures redressal of investor grievances.
Relationship Committee
Mr. Shrirang Agrawal- Member (Resign on 15/02/2022) ? The Committee noted that all the grievances of the investors have been resolved during the year.
Mr. Satish Kagliwal-Member
Mr. Hitesh Purohit-Member (Appointed on 30/03/2022)
Nomination and Remuneration Committee Mr. Vadla Nagabhushanam- Chairman ? To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors key managerial personnel and other employees.
Mr. Shrirang Agrawal- Member (Resign on 15/02/2022)
Mr. Madhukar Deshpande- Member
Mr. Hitesh Purohit-Member (Appointed on 30/03/2022) ? To carry out evaluation of every Director's performance.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO.

(Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 and forming part of Directors Report.

1. Conservation of Energy:

(i) The steps taken or impact on conservation of energy

The Company has taken adequate measures to conserve and reduce the energy consumption.(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipments - Nil

2. Technology Absorption and Innovation

(I) The benefits derived like product improvement cost reduction product developmentor import substitution:

(ii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

a) Technology imported - Nil

b) Year of import - Nil

c) Whether the technology been fully absorbed - NA

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof – NA

31. EXTRACT OF ANNUAL RETURN.

Annexure III is attached.

32. INSURANCE.

All the insurable interest of the Company including Inventories Buildings Machineryetc. is adequately insured.

33. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Our Directorsrecord their appreciation of the support and co-operation of all employees and counts onthem for the accelerated growth of the Company.

34. ACKNOWLEDGEMENTS.

The Directors place on record their sincere appreciation for the dedication hard workand commitment of the employees at all levels and their significant contribution to yourCompany's growth. Your Company is grateful to the Distributors Dealers and Customers fortheir support and encouragement. Your Directors thank the Banks Financial InstitutionsGovernment Departments and Shareholders and look forward to having the same support in allour future endeavors.

For and on behalf of the Board of Directors

28th May 2022
Registered Office:
Nath House
Nath Road Managing Director Director
Aurangabad-431005 Satish Kagliwal Sweta Kagliwal
DIN: 00119601 DIN: 02052811

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