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Technocraft Industries (India) Ltd.

BSE: 532804 Sector: Metals & Mining
NSE: TIIL ISIN Code: INE545H01011
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OPEN 819.35
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VOLUME 1510
52-Week high 993.40
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P/E 12.10
Mkt Cap.(Rs cr) 1,971
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Sell Price 0.00
Sell Qty 0.00
OPEN 819.35
CLOSE 828.50
VOLUME 1510
52-Week high 993.40
52-Week low 285.60
P/E 12.10
Mkt Cap.(Rs cr) 1,971
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Technocraft Industries (India) Ltd. (TIIL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting twenty eighth Annual Reporton the business and operations of the Company together with the audited accounts for theFinancial Year ended March 31 2020.

Financial highlights

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 118876.42 115105.30 135910.11 131345.94
Other Income 3851.85 3386.03 4229.09 3737.52
Total Income 122728.27 118491.33 140139.20 135083.46
Earnings before Interest Depreciation and Tax (EBITA) 20928.46 20157.89 25255.20 23486.26
Less: Finance Costs 3172.21 2903.14 3748.99 3240.39
Depreciation 4622.95 3073.36 5388.55 3835.24
Profit before Tax 13133.30 14181.39 16117.66 16410.63
Less: Tax Expense 2864.16 3946.23 3496.59 4507.03
Profit After Tax 10269.14 10235.16 12621.07 11903.60
Add: Other Comprehensive Income -27.04 -47.40 -581.92 173.21
Total Comprehensive income carried to Other Equity 10242.10 10187.76 12039.15 12076.81

Dividend

During the Financial Year under review no dividend was declared.

Buv-Back of Shares

During the Financial Year no shares were bought during the year.

Reserves

Your Company does not propose to transfer amounts to the GeneralReserve out of the amount available for appropriation and an amount of Rs. 10242.10 Lakhsis proposed to be retained in the retained earnings.

As on March 31 2020 aggregate Reserve and Surplus was Rs. 82809.18Lakhs as compare to Rs. 72528.77 Lakh as on March 312019.

Operations

During the year under review the Company has closed the year with totalstandalone revenue of Rs. 118876.42 Lakhs. On Consolidated basis the total revenue is Rs.135910.11Lakhs.

Standalone EBITDA improved to Rs. 20928.46 Lakhs compared to Rs.20157.89 Lakhs of previous year which is higher by 3.82%. Consolidated EBITDA improvedto Rs. 25255.20 Lakhs compared to Rs. 23486.26 Lakhs which is higher by 7.53%.

The Company is a multi-product manufacturing company it manufactureshigh precision and sophisticated products mainly for discerning worldwide markets. TheCompany enjoys a significant position in five main business industries viz. DrumClosures Scaffolding systems Cotton Yarn Fabric Garments and Engineering Services.

The product line of the Company expands beyond Drum Closures intoScaffolding and 100% Cotton Yarn Fabric and Garments.

The Cotton Yarn division uses the most modern equipment to manufactureits product assuring world-class quality to its customer. Technocraft is certified ISO9001:2000 for its Cotton Yarn division.

The Company has diversified operations and manufacturing includingvertically Integrated Textile division of manufacturing of Yarn Fabric Garments it hasfacility of producing cotton yarn melange yarn also having facility of knitting dyeingand printing and garmenting.

The Drum Closures Scaffolding Yarn & Garment divisions arelocated at Murbad District Kalyan Maharashtra. The Company is also having manufacturingfacility of drum closures and scaffolding at China.

The Company has started its new state of the Art Yarn ManufacturingUnit at Amravati Maharashtra having capacity of 31008 spindles. Production capacity of theplant is 20 MTs of yarn per day with 30s Average count. Unit is equipped with highlysophisticated fully automated machines like Rieter (Switzerland) Saurer (Germany)Muratec (Japan) and other counties. Quality Assurance Laboratory is equipped with latesttesting equipment from Uster Switzerland.

Product range suitable to run in this plant is 26s to 40s CombedCompact Hosiery as well as warp yarn with Muratec QPRO Ex and Quantum 3 yarn clearers.

Latest online spindle monitoring system from Premier LuwaHumidification control systems and waste collection system Auto bobbin transportationsystem Visual Master from Muratec Uster Lab Master Auto Yarn racking systems Bus BarSystem etc. are the other features of this plant at Amravati. Plant has started itscommercial production on 31st October 2020 subsequently w.e.f. 1stJanuary 2020 production started in full-fledged form with 250 employees.

As you would have seen the COVID-19 pandemic is the biggest disruptionin recent modern history. It has spread to almost all countries in the world puttingserious pressure on various sectors of the economy. Almost half the world's population isunder some or other sort of restrictions imposed by respective governments on movementsetc. This is unprecedented in human history. But then problem too is unprecedented in thehistory of mankind.

The COVID-19 pandemic is an evolving human tragedy declared a globalpandemic by the World Health Organisation with adverse impact on economy and business.Worldwide Industries were impacted in India as a result of the outbreak started withrestrictions on movement of goods closure of borders etc. in several states followed bya nationwide lockdown from the 25th of March 2020 announced by the Indian Government tostem the spread of COVID-19. Due to this the operations in all the manufacturing unitsdistribution centres and warehouses got temporarily disrupted. During the Financial Yearunder review the financial of the Company was impacted little due to the COVID-19. Thefinancial impact may continue in Financial Year 2020-21 also.

Employee Stock Option Scheme (ESOP1)

Your Company does not have any Employee Stock Option Scheme (ESOP).

Deposits

During the year under review the Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s)or re-enactment(s) there of for the time being in force);.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

The information relating to the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required to be disclosed under theCompanies (Accounts) Rules 2014 is given in Annexure-I forming part of this Report.

Statutory Auditors

Statutory Auditors of the Company is M/s. Dhiraj & Dheeraj(Formerly known as M/s Khandelwal Prakash Murari Bhandari & Co.) CharteredAccountants Mumbai.

At the 25th Annual General Meeting of the Company M/s. Dhiraj &Dheeraj (Formerly known as M/s Khandelwal Prakash Murari Bhandari & Co.) CharteredAccountants was appointed as the Statutory Auditors of the Company to hold office for aterm of five consecutive years from the conclusion of the 25th Annual GeneralMeeting till the conclusion of the Annual General Meeting to be held in the year 2022.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company forthe Financial Year ended March 31 2020 does not contain any qualification reservation oradverse remark.

Secretarial Audit

Secretarial Audit for the Financial Year 2019-20 was conducted by M/sPramod Jain & Co Company Secretaries in Practice in accordance with the provisions ofSection 204 of the Act. The Secretarial Auditor's Report is attached to this Report asAnnexure -II. There are no qualifications or observations or remarks made by theSecretarial Auditor in his Report.

Cost Audit

In compliance with the provisions of Section 148 of the Act the Boardof Directors of the Company at its meeting held on July 30 2020 has appointed M/s NKJ& Associates Cost Accountant as Cost Auditors of the Company for the Financial Year2020-21.

The Company has made and maintained the cost records for the FinancialYear ended March 31 2020 as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act 2013 and the said cost records were audited by M/s NKJ& Associates Cost Accountant as Cost Auditors of the Company.

In terms of the provisions of Section 148 (3) of the Act read with Rule14(a)(ii) of The Companies (Audit and Auditors) Rules 2014 the remuneration of the CostAuditors has to be ratified by the members. Accordingly necessary resolution shall beproposed at the ensuing AGM for ratification of the remuneration payable to the CostAuditors for Financial Year 2020-21.

Particulars of Loans. Guarantees or Investments

Particulars of Loans Guarantees and Investments made during the yearas required under the provisions of Section 186 of the Act are given in the notes to theStandalone Financial Statements forming part of the Annual Report.

Also pursuant to Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations 2015 (Hereinafter asthe "SEBI Listing Regulations") particulars of Loans/ Advances given toSubsidiaries have been disclosed in the notes to the Standalone Financial Statementsforming part of the Annual Report.

Subsidiaries:

As on March 31 2020 there were 16 subsidiaries of the Company:

Direct Indian subsidiaries:

1. Technosoft Engineering Projects Limited ("TEPL")

2. Technocraft Tabla Formwork Systems Private Limited

3. Techno Defence Private Limited

4. Shivale Infraproducts Private Limited

Direct foreign Subsidiaries:

5. Technocraft International Limited UK (WOS of the Company)("TIL-UK")

6. Technocraft Trading Spolka Zoo Poland (WOS of the Company)

7. Technocraft Australia Pty. Ltd Australia (WOS of the Company)

8. Anhui Reliable Steel Technology Co Ltd China (WOS of the Company)

9. Technocraft NZ Limited New Zealand (WOS of the Company)

Step down subsidiaries:

10. Technosoft Engineering Inc USA (WOS of TEPL)("TEI-USA")

11. Technosoft Engineering UK Ltd UK (WOS of TEPL)

12. Technosoft GMBH Germany (Subsidiary of TEPL)

13. Highmark International Trading FZE UAE (WOS of TIL-UK)("HITF-UAE")

14. AAIT / Technocraft Scaffold Distribution LLC USA (Subsidiary ofTIL-UK).

15. Technosoft Innovations INC USA (WOS of TEI-USA)

16. Technosoft Services INC.USA (WOS of TEI-USA)

During the year under review Shivale Infraproducts Private Limited hasbecome the new Subsidiary. Further during the Financial Year under review followingcompany/LLP ceased to be subsidiaries of the Company.

1. Shreyan Infra & Power LLP- divested its entireinvestment/interest w.e.f November 26 2019.

2. 2045690 Alberta Ltd Canada [Step Engineering] (Subsidiary ofTEI-USA) - divested its entire investment/interest w.e.f January 1 2020.

3. Swift Projects Inc. USA (WOS of 2045690 Alberta Ltd Canada [StepEngineering])- closed w.e.f. December 31 2019.

Associate:

During the Financial Year under review Benten Technologies LLP becomenew joint venture as 50:50 percentage.

1. Benten Technologies LLP

Except the above no other company has become/ceased to be a subsidiaryjoint venture or associate during the financial year 2019-20.

Pursuant to Section 129(3) of the Act a statement containing thesalient features of the financial statements of each of the subsidiary in the prescribedform AOC-1 is annexed to the Annual Report the financial statements of the subsidiariesare kept for inspection by the shareholders at the Registered Office of the Company. Thesaid financial statements of the subsidiaries are also available on the website of theCompany www.technocraftgroup.com under the Investors Section.

As required under Rule 8 of the Companies (Accounts) Rules 2014 thehighlights of performance of subsidiaries and their contribution to the overallperformance of the company during the period are duly explained in the form AOC-1 readwith consolidated financial statement annexed to the Annual Report.

The Company has also formulated a Policy for determining materialsubsidiaries which is uploaded on the website of the Company i.e.www.technocraftgroup.com and can be accessed athttp://www.technocraftgroup.com/pdf/Policy-For-Determining-Material-Subsidiary-Companies.pdf

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and preparedin accordance with the Accounting Principles generally accepted in India including theIndian Accounting Standards specified under Section 133 of the Act.

In accordance with the Section 129(3) of the Act the auditedConsolidated Financial Statements are provided in this Annual Report.

Corporate Governance

Your Company is in compliance with the Corporate Governance guidelinesas laid out in the SEBI Listing Regulations.

As per Regulation 34 (3) read with Schedule V of the SEBI ListingRegulations a separate section on corporate governance practices followed by the Companytogether with a certificate from M/s. Pramod Jain & Co. Company Secretariesconfirming compliance forms an integral part ofthis Report.

The annual report of the Company contains a certificate by the ChiefExecutive Officer in terms of SEBI Listing Regulations on the compliance declarationsreceived from the Directors and the Senior Management personnel and a Certificate by M/s.Pramod Jain & Co. Company Secretaries who have examined the requirements of CorporateGovernance with reference to SEBI Listing Regulations and have certified the complianceas required under SEBI Listing Regulations.

Internal Control systems and their Adequacy

The Company has Internal Control Systems commensurate with the sizescale and complexity of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control systems in the Company accounting proceduresand policies within the Company. Based on the report of internal audit function processowners undertake corrective action in respective areas and thereby strengthen thecontrols. Significant observations and corrective actions thereon are presented to theAudit Committee from time to time.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information. The Company has adopted accounting policies which arein line with the Accounting Standards and the Act.

Extract of the Annual Return

The details forming part of the extract of Annual Return in prescribedForm MGT 9 is annexed hereto as Annexure-III and forms the part of this Report. AnnualReport having the extract of Annual Return shall be available on the website of theCompany i.e. www.technocraftgroup.com.

Share Capital

During the Financial Year ended March 31 2020 the Share Capital wasRs. 244616870/- consisting of 24461687 Equity Shares of Rs. 10/- each.

During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on March312020 none of the Directors of the Company holds instruments convertible into equityshares of the Company.

Directors and Kev Managerial Personnel

As per the provisions of Section 152 of the Act Mr. Navneet KumarSaraf Whole-time Director& CEO and Mr. Sharad Kumar Saraf Chairman & ManagingDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for re-appointment.

During the financial year 2019-20 five year's tenure of Mr. NavneetKumar Saraf and Mr. Ashish Kumar Saraf Wholetime Directors was expired on February 52020. Board of Directors in its meeting held on February 5 2020 had approved there-appointment of Mr. Navneet Kumar Saraf and Mr. Ashish Kumar Saraf Whole-timeDirectors for the further period of Five Years i.e. from February 6 2020 to February 52025. Further five year's tenure of Mr. Atanu Choudhary Whole-time Director is expiringon August 9 2020. Board of Directors in its meeting held on July 30 2020 have approvedthe re-appointment of Mr. Atanu Choudhary for the further period of Five Year.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of Independence asprescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI ListingRegulations.

Details of the Director seeking appointment at the Annual GeneralMeeting as required in terms of Regulation 36(3) of the SEBI Listing Regulations isprovided in the Annexure to the Explanatory Statement to the Notice.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company are Mr. Sharad Kumar Saraf Chairman & ManagingDirector Mr. Sudarshan Kumar Saraf Co-Chairman & Managing Directors Mr. NavneetKumar Saraf CEO & Whole-time Director Mr. Ashish Kumar Saraf Whole-time Director& Chief Financial Officer Mr. Atanu Choudhary Whole-time Director and Mr. NeerajRai Company Secretary of the Company. There was no change in the Key Managerial Personnelduring the period under review.

The Remuneration and other details of Key Managerial Personnel for thefinancial year ended March 31 2020 are mentioned in the Extract of the Annual Returnwhich is attached to the Board's Report.

Meetings of the Board of Directors

The Board of Directors of your Company met 4 (four) times during2019-20. The Meetings were held on May 28 2019 August 14 2019 November 14 2019 andFebruary 5 2020. The time gap between any two consecutive meetings did not exceed onehundred and twenty days.

Audit Committee

As on March 31 2020 the Audit Committee comprised of five IndependentDirectors namely Mr. Vinod Agarwala (Chairman) Mr. Aubrey Rebello Mr. Jagdeesh MalMehta Mr. Vishwambhar C. Saraf and Ms. Vaishali Choudhari all the recommendations madeby the Audit Committee were accepted by the Board.

Whistle Blower Policy/Viail Mechanism

In Compliance with the provisions of Section 177 of the Act andRegulation 22 of the SEBI Listing Regulations the Company has a Whistle Blower Policy (the"WB Policy") with a view to provide vigil mechanism to Directors employees andother stakeholders to disclose instances of wrongdoing in the workplace and reportinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The WB Policy also states that this mechanism shouldalso provide for adequate safeguards against victimization of Director(s)/ Employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases. The Whistle Blower Policy has been posted on the websiteof the Company at the link http://www.technocraftgroup.com/pdf/ Whistle-Blower-Policy.pdf.

Nomination and Remuneration Committee

As on March 31 2020 the Nomination and Remuneration Committeecomprised offive Independent Directors namely Mr. Vishwambhar C. Saraf - (Chairman) Mr.Vinod Agarwala Mr. Jagdeesh Mal Mehta Ms. Vaishali Choudhari and Mr. Aubrey Rebellomembers of the committee.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nominationand Remuneration Committee is duly approved by the Board of Directors of the Company andthe Remuneration Policy of the Company is attached to the Board's Report as Annexure-IV.

Corporate Social Responsibility (CSR1

Pursuant to Section 135 of the Act a Corporate Social Responsibility(CSR) Committee was constituted. As at March 31 2020 the CSR Committee comprised of twoExecutive Directors and one Independent Director namely Mr. Sharad Kumar Saraf Mr.Sudarshan Kumar Saraf and Ms. Vaishali Choudhari.

Corporate Social Responsibility Policy recommended by CSR Committee ofthe Directors has been approved by the Board of Directors of the Company. The same isavailable on the website of the Company i.e. www.technocraftgroup. com and also attachedto this Report as Annexure-V.

The disclosure relating to the amount spent on Corporate SocialResponsibility activities of the Company for the financial year ended March 31 2020 isattached to this Report as Annexure-VI.

Transfer of unclaimed / unpaid dividend to Investor Education andProtection Fund (IEPR

In accordance with the provisions of Sections 124 125 and otherapplicable provisions if any of the Companies Act 2013 read with the InvestorEducation Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016(hereinafter referred to as "IEPF Rules") (including any statutorymodification(s) or re-enactment(s) thereoffor the time being in force) the amount ofdividend remaining unclaimed or unpaid for a period of seven years from the date oftransfer to the unpaid dividend account is required to be transferred to the IEPFmaintained by the Central Government. In pursuance of this the dividend remainingunclaimed or unpaid in respect of dividends declared upto the financial year ended March31 2013 (except final dividend for FY March 31 2013) have been transferred to the IEPF.The details of the unclaimed dividends so transferred are available on the Company'swebsite www.technocraftgroup.com and in the website of the Ministry of Corporate Affairsat www.mca.gov.in

It may be noted that the unclaimed final dividend for the financialyear 2012-13 declared on September 30 2013 is due to be transferred to the IEPF byNovember 5 2020. The same can however be claimed by the Members before it. Members whohave not encashed the dividend warrant(s) from the financial year ended March 31 2013onwards may forward their claims to the Company's Registrar and Share Transfer Agentsbefore they are due to be transferred to the IEPF.

In accordance with Section 124(6) of the Act read with the IEPF Rulesall the shares in respect of which dividend has remained unclaimed or unpaid for sevenconsecutive years or more are required to be transferred to the demat Account of the IEPFAuthority. Accordingly all the shares in respect of which dividends were declared uptothe financial years ended March 31 2013 (except final dividend for FY March 31 2013) andremained unpaid or unclaimed were transferred to the IEPF. The details of such sharestransferred have been uploaded in the Company's website www. technocraftgroup.com.

The shares and unclaimed dividend transferred to the IEPF can howeverbe claimed back by the concerned shareholders from IEPF Authority after complying with theprocedure prescribed under the IEPF Rules. The Member/Claimant is required to make anonline application to the IEPF Authority in Form IEPF -5 (available on www.iepf.gov.in)

During the year under review the Company has transferred a sum of Rs.488289.00 (for final dividend of FY 2011-12) and Rs. 280309.00 (for Interim dividendof FY 2012-13) to Investor Education and Protection Fund (IEPF) pursuant to Section 125 ofthe Companies Act 2013. The said amount represents dividend for the Financial Year2011-12 and 2012-13 which remained unclaimed by the members of the Company for a periodexceeding 7 years from its due date of payment. During the Financial Year the Company hasalso transferred 484 Equity Shares of 9 Shareholders into IEPF pursuant to Section 124(6)of the Act.

Particulars of contracts or arrangements with related parties

All related party transactions entered during the year were in theordinary course of business and on an arm's length basis.

All transactions with Related Parties are placed before the AuditCommittee as also the Board for approval if required. Prior omnibus approval of the AuditCommittee and the Board is obtained for the transactions which are foreseeable and of arepetitive nature. The transactions entered into pursuant to the approvals so granted aresubjected to audit and a statement giving details of all related party transactions isplaced before the Audit Committee on a quarterly basis. The statement is supported by acertificate from the CFO.

The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the Company's website and can be seen at the linkhttps://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf

All transactions entered into with related parties during the year wereon arm's length basis and were in the ordinary course of business. The details of thematerial related party transactions entered into during the year as per the policy onRelated Party Transactions approved by the Board have been reported in Form AOC-2 annexedto the Directors' Report as Annexure-VII.

Further the details of the transactions with related parties areprovided in the Company's financial statements in accordance with the AccountingStandards.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is available on website of theCompany at the link: http://www.technocraftgroup.com/pdf/Policy-On-Related-Party-Transactions.pdf

Particulars of Employees and other additional information

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 form part of this Report and areannexed as Annexure-VIII.

The information as required under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided on therequest by any member of the Company. In terms of Section 136 (1) of the Companies Act2013 the Report and the Accounts are being sent to the members excluding the saidAnnexure. Any member interested in obtaining copy of the same may write to the CompanySecretary at the Registered Office of the Company.

Risk management policy

Pursuant to the requirement of Section 134 (3) (n) of the Act theCompany has in place a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business.

Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p) 149(8) and ScheduleIV of the Act and Regulation 17 of the SEBI Listing Regulations annual PerformanceEvaluation of the Directors as well as of the Committees of the Board has been carriedout same has been explained in detail in the Corporate Governance Report enclosedherewith.

Independent Directors Meeting

During the financial year under review the Independent Directors ofthe Company met on February 5 2020 inter-alia to discuss:

i) Evaluation of performance of Non-Independent Directors and the Boardof Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company takinginto view of Executive and Non-Executive Directors.

iii) Evaluation of the quality content and timelines offlow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Act yourDirectors based on the representation/confirmation received from the Chairman and from theChief financial Officer confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any.

b) the selected accounting policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2020 and of theprofit of the Company for the year ended on that date.

c) proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

e) the internal financial controls have been laid down to be followedby the Company and such controls are adequate and are operating effectively.

f) proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems are adequate and are operatingeffectively.

Requirement of the Sexual Harassment of Women at Workplace (Prevention.Prohibition and Redressal) Act. 2013

As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made there under your Companyhas constituted an Internal Complaints Committee (ICC). During the year under review nocases were received/ filed pursuant to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressed) Act 2013

Material changes & commitment if any. affecting financial positionof the Company from the end of financial year till the date of the report.

There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the Financial Statements relate and the date of this Report.

Reporting of Frauds:

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed there under either to theCompany or to the Central Government.

Familiarization Programmes for Board Members

The Familiarization program aims to provide insight to the IndependentDirectors to understand the business of the Company. Upon induction the IndependentDirectors are familiarized with their roles rights and responsibilities.

All the Directors of the Company are updated as and when required oftheir role rights responsibilities under applicable provisions of the Companies Act andthe SEBI Listing Regulations Secretarial Standards; nature of industry in which theCompany operates business model of the Company etc. The Company holds Board and theCommittee Meetings from time to time. The Board of Directors has complete access to theinformation within the Company. The Independent Directors have the freedom to interactwith the Company's management. Directors are also informed of the various developments inthe Company through various modes of communications. All efforts are made to ensure thatthe Directors are fully aware of the current state of affairs of the Company and theindustry in which it operates.

The details of such familiarization programmes for IndependentDirectors of the Company are posted on the website of the Companyhttp://www.technocraftgroup.com/pdf/Details-of-the-familiarization-programmes-imparted-to-independent-directors.pdf

Secretarial Standards

Pursuant to Section 118(10) of the Companies Act 2013 the Company hascomplied with Secretarial Standards issued by the Institute of Company Secretaries ofIndia on Meetings of the Board of Directors and General Meetings;

Significant and material Orders passed bv the Regulators/Courts. if anv

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its futureoperations.

Business Responsibility Report

The ‘Business Responsibility Report' (BRR) of the Company for theyear ended March 31 2020 forms part of this Annual Report as required under Regulation34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as Annexure-IX.

Acknowledgements

Your Directors would like to acknowledge and place on record theirsincere appreciation to all stakeholders clients Financial Institutions Bank Centraland State Governments the Company's valued investors and all other business partners fortheir continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work ofall the employees of the Company and their continued contribution to its progress.

Registered Office: For and on behalf of the Board of Directors
Plot No. 47 ‘Opus Centre' Second Floor
Central Road MIDC Andheri (East)
Mumbai 400093. Sharad Kumar Saraf
CIN: L28120MH1992PLC069252 Chairman & Managing Director
www.technocraftgroup.com DIN 00035843
Place: Mumbai
Date: July 30 2020

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