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Texmaco Infrastructure & Holdings Ltd.

BSE: 505400 Sector: Infrastructure
NSE: TEXINFRA ISIN Code: INE435C01024
BSE 00:00 | 28 Jan 64.50 0.50
(0.78%)
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64.40

HIGH

64.80

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63.50

NSE 00:00 | 28 Jan 64.55 1.15
(1.81%)
OPEN

65.00

HIGH

65.00

LOW

63.55

OPEN 64.40
PREVIOUS CLOSE 64.00
VOLUME 7807
52-Week high 83.75
52-Week low 52.05
P/E 105.74
Mkt Cap.(Rs cr) 822
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 64.40
CLOSE 64.00
VOLUME 7807
52-Week high 83.75
52-Week low 52.05
P/E 105.74
Mkt Cap.(Rs cr) 822
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Texmaco Infrastructure & Holdings Ltd. (TEXINFRA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 81st AnnualReport along with the Audited Financial Statements of the Company for the year ended 31stMarch 2021.

Financial Highlights

(Rs. in Lakhs)

Particulars 2020-21 2019-20
Operating Profit (PBIDT) 812.81 474.61
Less: Interest (Net) (643.37) (804.87)
Gross Profit (PBDT) 1456.18 1279.48
Less: Depreciation 282.12 272.85
Profit before Taxation 1174.06 1006.63
Less: Tax Expenses Current Tax including tax related to earlier years 295.49 292.22
Deferred Tax (68.50) (21.21)
Profit after Taxation 947.07 735.62

DIVIDEND

The Directors have pleasure in recommending payment of a dividend of20% i.e. W 0.20 per Equity Share of face value of W 1 each for the financial year ended 31stMarch 2021.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company continues to derive its major income from leasedproperties investment and operations of a Mini Hydro Power Unit in District DarjeelingWest Bengal. During the FY'21 the Company had also generated income through sale of Land.

REAL ESTATE

Development of Birla Mills Land

Your company's application to the New Delhi Municipal Council ('NDMC')for Layout plan approval and land conversion has been approved by the Layout Committee ofthe NDMC and the same has been forwarded to its Standing Committee for the final approval.The continuity of COVID - 19 pandemic delayed the approval process and the approval fromNDMC is likely to be received once situation is restored to near normal.

MINI HYDRO POWER PROJECT

Despite the challenges of the ongoing COVID - 19 pandemic yourCompany's 3 MW Mini Small Hydel Power Project located on the river Neora DistrictDarjeeling West Bengal post its resumption since June 2019 had performed reasonably wellwith evacuation of 81.97 lakhs unit against 73.76 lakhs unit of the previous year.Further the performance was impacted due to failure of Generator Transformer of Unit-IIsince February 2021 and the same was restored from May 2021.

OTHERS

Your Company's property at Gurgaon has yielded lower returns as it wasnot fully leased out for part of the year.

HUMAN RELATIONS

Your Company continues to maintain its excellent record of humanrelations over the decades creating remarkable benchmarks. The Human Resources functionalso emphasizes on employee retention and recognition. A human relation is practiced as anart of using systematic knowledge about human behavior to improve effectiveness of HumanResources functioning. Your Company continues to build employee capability developleadership and retain talent with employees' performance across all levels of theworkforce.

SIGNIFICANT FINANCIAL RATIOS

As required in terms of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') the significant financial ratiosare given below:

Particulars 2020-21 2019-20
Net Profit Margin* % 34.08 26.92
Operating Profit Margin % 42.25 36.84
Debtors turnover Times 4.14 5.47
Stock Turnover # Times 141.72 103.89
Debt Equity Ratio Times 0.07 0.08
Current Ratio Times 8.27 7.30
Particulars 2020-21 2019-20
Interest Coverage Ratio Times 4.76 4.72
Return on Net Worth % 2.57 2.40

 

* Increase in net profit margin is on account of income from sale ofLand / Investment.

# Inventory of stores / repairs reduced on account of utilization forrepairs during the year.

SUBSIDIARIES / ASSOCIATES

As on 31st March 2021 your Company has following 6 (six)subsidiaries:

1. Macfarlane & Co. Limited

2. High Quality Steels Limited

3. Valley View Landholdings Private Limited

4. Topflow Buildcon Private Limited

5. Snowblue Conclave Private Limited

6. Startree Enclave Private Limited

There are 3 (three ) associates of your Company as follows:

1. Texmaco Rail & Engineering Limited

2. Lionel India Limited

3. Sigma Rail Systems Private Limited.

A Report on the performance and financial position of each of thesubsidiaries and associates included in the Consolidated Financial Statement and theircontribution to the overall performance of the Company is provided in Form AOC-1 andforms a part of this Annual Report. The Consolidated Financial Statements of the Companyits subsidiaries and associates prepared in accordance with the Companies Act 2013('Act') and applicable Indian Accounting Standards and the Auditors' Report thereon form apart of this Annual Report.

The Consolidated Financial Statements presented by the Company includethe financial results of its subsidiary companies and associates.

The performance of the subsidiaries and associates of the Companyremained satisfactory.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company is having aCorporate Social Responsibility Committee duly constituted by the Board of Directors ofthe Company. The composition of the Corporate Social Responsibility Committee is providedin the Report on Corporate Governance which forms a part of this Report.

Your Company is committed to conduct its business in a sociallyresponsible ethical and environmental friendly manner and to continuously work towardsimproving the quality of life of the communities in its operational areas.

The Company has identified the area of education as its primary CSRactivity and has spent in excess of the prescribed threshold under the Act.

As required under Section 135 of the Act read with the ACompanies (Corporate Social Responsibility Policy) Rules 2014 the report on CSR isenclosed as Annexure.

GREEN INITIATIVE

Your Company continues to embrace a sustainability initiative with theaim of going green and minimising the impact on environment. Your Company had alreadyadopted the green initiative by sending Annual Report Notices other communication etc.through e-mail to the Shareholders whose e-mail addresses are registered with relevantDepository Participants / RTA / Company. Shareholders are requested to support thisinitiative by registering / updating their e-mail addresses for receiving Annual ReportNotices other communication etc. through e-mail. This year amidst COVID-19 outbreak theMinistry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India('SEBI') had issued relaxations from sending printed copy of Annual Report Notice of theAnnual General Meeting ('AGM') etc. to the Shareholders for the AGM held in the year2020 which continues for the ensuing AGM as well.

In continuation with the Green Initiative and in view of theabove-mentioned relaxations your Company is sending the Annual Report & Notice of theAGM along with other documents required to be annexed thereto to the Shareholders throughe-mail to their registered e-mail addresses. Such documents are also available on thewebsite of the Company www.texinfra.in.

Further those Shareholders who have not yet registered their e-mailaddresses are requested to follow the procedure as mentioned in the explanatory note tothe Notice calling AGM to receive the Annual Report & the Notice of the AGM throughelectronic mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

The Number of Employees as at 31st March 2021 was 33. Interms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules is enclosed as Annexure B.

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 are enclosed as Annexure C.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Disclosures relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are enclosed as Annexure D.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

During the year under review 6 (six) Board Meetings were held on thefollowing dates:

17th June 2020 9th September 2020
19th October 2020 29th January 2021
10th February 2021 2nd March 2021

Change in Directors and Key Managerial Personnel

During the FY'21 the re-appointments of Ms Jyotsna Poddar as Non -executive Director and Mr Sirajuddin Khan as Manager were approved at the AGM held on 14thSeptember 2020.

Further the Board of Directors on the recommendation of the Nominationand Remuneration Committee had approved the appointments of Ms Ramya Hariharan asIndependent Director and Mr R. S. Raghavan as Non-Executive Director w.e.f. 11thMay 2020 and 17th June 2020 respectively. All these aforesaid appointments wereapproved by the shareholders at the AGM held on 14th September 2020.

During the year the Company has appointed Mr Rahul Harsh as CompanySecretary & Compliance Officer w.e.f. 1st October 2020.

Mr Akshay Poddar Non - executive Director retires by rotation andbeing eligible have offered himself for re-appointment at the ensuing AGM of the Company.

The Board of Directors on the recommendation of the Nomination andRemuneration Committee has approved the appointment of Mr Ravi Todi as an IndependentDirector w.e.f. 14th May 2021 subject to the approval by the shareholders atthe ensuing AGM of the Company.

The above recommendations of the Board of Directors are being placed atthe ensuing AGM for the approval of the Shareholders.

Board Evaluation

The Company has an existing Policy for the performance evaluation ofIndependent Directors Board Committees and other Directors fixing certain criteriawhich was approved by the Nomination and Remuneration Committee and thereafter was adoptedby the Board. The criteria for the evaluation include their functioning as Members ofBoard or Committees of the Directors.

A structured questionnaire formulated through discussions within theBoard has been used for this purpose. Further on the basis of distinguishedrecommendations of the Nomination and Remuneration Committee and the performance review byIndependent Directors a process of evaluation was followed by the Board for its ownperformance and that of its Committees and the individual Directors. Furthermore theevaluation of the Independent Directors was performed by the entire Board of Directors.The evaluation criteria comprised of assessing the various parameters includingperformance of the Directors their expertise contribution to the strategic planningetc.

The Board of Directors ensured that the evaluation of Directors wascarried out without the participation of the Director who was subject to evaluation.

Criteria for Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Committee has approved the criteria todetermine the appropriate characteristics skills and experience for the Board as a wholeand its individual members with the objective of having a Board of eminent QualifiedProfessionals entrepreneurs with diverse backgrounds and experience in businessgovernance education and public service. The criteria include the matrix of skills /expertise / competencies as specified by the Board for identifying individuals to serve asDirector on the Board.

Your Company has a well-defined Remuneration Policy for Directors KeyManagerial Personnel and other employees of the Company. The Nomination and RemunerationCommittee periodically reviews the policy to ensure that it is aligned with therequirements under the applicable laws. During the year under review there has been nochange in the policy.

The policy ensures equity fairness and consistency in rewarding theemployees on the basis of performance against set of objectives. The Policy is availableon the Company's website. The web link for accessing such policy is: http://www.texinfra.in/pdf/Remuneration Policy.pdf

Declaration by Independent Directors

All Independent Directors of your Company have given declaration thatthey meet the criteria of independence as laid down under the Act and the ListingRegulations. The Board of Directors of the Company took on record the declarationssubmitted by the Independent directors after undertaking due assessment of theirindependence from the Management. The Independent directors of your Company have alsoconfirmed their registration with the independent directors' databank maintained by theIndian Institute of Corporate Affairs. The Independent Directors will undertake theproficiency test as may be required under the Companies (appointment and qualificationof Directors) Rules 2014.

The Board is of the opinion that all the Independent Directors possessthe requisite integrity expertise and experience to fulfil their duties to act as such.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the Report onCorporate Governance as attached to this Report.

Statutory Auditors

Messrs G. P. Agrawal & Co. Chartered Accountants who had beenappointed as the Statutory Auditors at the 77th AGM in the year 2017 for aperiod of five (5) years hold office until the conclusion of the 82nd AGM ofthe Company.

Cost Auditors

Your Company has appointed Messrs DGM & Associates CostAccountants for conducting the Cost Audit for the FY'21 in terms of the provisions of theAct and the Companies (Cost Records and Audit) Rules 2014.

The Board of Directors on the recommendation of the Audit Committee atits Meeting held on 14th May 2021 has approved the re-appointment of Messrs DGM& Associates Cost Accountants (Firm Registration No. 000038) as the Cost Auditors toconduct the Audit of the Cost Records of the Company for the FY'22 at a remuneration of H34000 (Rupees Thirty Four Thousand) plus applicable taxes and out-of-pocket expenses asincurred from time to time. The proposal for the ratification of the remuneration payableto Messrs DGM & Associates is being placed at the ensuing AGM for the approval of theshareholders.

In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 your Company is required to maintain costrecords and accordingly such accounts and records are made and maintained.

Secretarial Auditor

Your Company has appointed Messrs S. R. & Associates CompanySecretaries for conducting the Secretarial Audit for the FY'21 in terms of the provisionsof the Act and the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

The Secretarial Audit Report in Form MR-3 is enclosed as Annexure E.

Whistle Blower Policy

The details on the Whistle Blower Policy are provided in the Report onCorporate Governance as attached to this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has a proper and adequate system of internal controls. Thisensures that all transactions are authorised recorded and reported correctly and assetsare safeguarded and protected against loss from unauthorized use or disposition. TheCompany has also laid down policies for prevention and detection of frauds and errors andeventually maintaining accuracy and completeness of accounting records. In addition thereare operational controls and fraud risk controls covering the entire spectrum of internalfinancial controls. The system is commensurate with the size and the nature of operationsof the Company.

The Audit Committee also periodically reviews the internal controlsystem to ensure that it remains effective and aligned with the business requirements ofyour Company.

Risk and Concerns

Your Company periodically reviews the risk management framework to keepit integrated to the long term strategic plans and to address the external & internalrisks.

The Risk Policy document as approved by the Board of Directors has inits scope the establishment of a process for risk assessment identification of risksboth internal and external and a detailed process for evaluation and mitigation of risks.

During the year the company has formed Risk Management Committee thedetails of which are provide in the Report on Corporate Governance as attached to thisReport.

DISCLOSURES

a) Delisting Proposal

During the FY'21 the Company had received a proposal on 4thFebruary 2021 from Adventz Finance Private Limited a promoter group entity of yourCompany expressing the desire of Promoter / Promoter group to acquire equity shares ofyour Company from the Public shareholders with intention to voluntarily delist the equityshares of the Company from both National Stock Exchange of India Ltd. & BSE Limitedwhere the equity shares of the Company are listed in accordance with the Securities andExchange Board of India (Delisting of Equity Shares) Regulations 2009. Thereafter theBoard considered the Due Diligence report received from Merchant Banker appointed in thisregard and approved the listing proposal at its meeting held on 2nd March 2021.The Company has obtained the shareholders' approval to the delisting proposal vide PostalBallot on 17th April 2021.

b) There has been no change in the nature of business of the Companyduring the year under review.

c) There are no significant and material orders passed by theRegulators/ Courts that would impact the going concern status of the Company and itsfuture operations.

d) There are no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of financial yearand the date of this Report.

e) The Reports of the Auditors do not contain any qualification/modification and hence no explanation is required.

f) Deposits

During the FY'21 the Company has not accepted any Deposits under theprovisions of the Act.

g) Share Capital

During the year there was no change in the Share capital of theCompany. The paid up share capital of the Company as at 31st March 2021 was H127426590 .

h) Disclosures under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

An Internal Complaints Committee ('ICC') has been set up in accordancewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder to promote safe &healthy work environment and to redress complaints received regarding sexual harassment.The ICC meets at regular intervals. Your Company has in place a Policy on prevention ofSexual Harassment in accordance with the said Act and Rules.

During the year no complaint was received by the ICC.

i) Disclosure with respect to compliance of Secretarial Standards

The Company has duly complied with the necessary requirements of theSecretarial Standards relating to Board Meetings and General Meetings as issued by theInstitute of Company Secretaries of India.

OTHER INFORMATION

Annual Return

The copy of the Annual Return is available on the website of theCompany. The weblink for accessing Annual Return is:http://www.texinfra.in/pdF/ART2021.pdf

Corporate Governance

Report on Corporate Governance pursuant to the Listing Regulations isenclosed as Annexure F and forms a part of this Report.

Business Responsibility Report

Business Responsibility Report pursuant to the Listing Regulations isenclosed as Annexure G and forms a part of this Report.

Dividend Distribution Policy

During the year the Board of Directors has approved a dividenddistribution policy in line with the requirements of the Listing Regulations. The weblinkfor accessing such policy is: http://www-texinFra-in/pdF/DDP-pdF

Particulars of Loans Guarantees and Investments

The details of Loans Corporate Guarantees and Investments made duringthe FY'21 under the provisions of Section 186 of the Act have been disclosed in theFinancial Statements of the Company.

Related Party Transactions

All related party transactions during the FY'21 were entered in theordinary course of business and on arm's length basis.

An omnibus approval from the Audit Committee for the financial year isobtained for the transactions which are repetitive in nature. All related partytransactions are reported to and approved by the Audit Committee / Board of Directors. Thedetails of such transactions were also placed before the Audit Committee and the Board ofDirectors for their review on a quarterly basis. During the year there was no materialrelated party transaction entered into by the Company and as such disclosure in Form AOC-2is not required.

The Company has also formulated a policy on dealing with related partytransactions and the same is disclosed on the Company's website. The web link foraccessing such policy is http://www.texinfra.in/pdf/RELATED PARTY TRANSACTION POLICY.pdf

During the year under review there has been no change in the policy.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT2013

Your Directors state that:

(a) in the preparation of the annual financial statements theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) such accounting policies are applied consistently and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the company for that period;

(c) proper and sufficient care had been taken for the 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 financial statements of the Company have been preparedon a going concern basis;

(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

For and on behalf of the Board

Dated: 14th May 2021 S. K. Poddar
Place: Kolkata Chairman

.