Your Directors present the 46th Annual Report covering the operational and financialperformance together with the Audited Financial Statements for the year ended 31st March2021 as under:
FINANCIAL RESULTS ( Rs in Crs. )
| ||For the Year Ended |
| ||31st March 2021 ||31st March 2020 |
|Revenue from Operations ||312.40 ||375.69 |
|Other Income ||4.39 ||1.53 |
|Total Revenue ||316.79 ||377.22 |
|Profit/(Loss) before Depreciation Interest & Tax (PBDIT) ||(23.67) ||1.73 |
|Depreciation & Amortization ||11.87 ||13.22 |
|Interest ||34.44 ||31.63 |
|Profit/(Loss) Before Exceptional Items and Tax ||(72.22) ||(43.12) |
|Exceptional Items ||2.24 ||- |
|Profit/(Loss) Before Tax ||(69.98) ||(43.12) |
|Tax Provision ||(2.96) ||(15.15) |
|Profit/(Loss) After Tax ||(67.02) ||(27.97) |
|Other Comprehensive Income / (Expenditure) for the year ||(0.10) ||(0.06) |
|Total Comprehensive Income / (Expenditure) for the year ||(67.12) ||(28.03) |
HIGHLIGHTS OF COMPANY'S PERFORMANCE
The consolidated turnover of your Company's Group including income from operations(gross) and other income during the year ended 31st March 2021 stood at Rs 320.51 Crs.compared to Rs 458.55 Crs. in the previous year. The Group incurred a loss of Rs 73.65Crs. during the year under review as compared to a loss of Rs 33.63 Crs. in the previousyear.
On a standalone basis the turnover of the Company including income from operations(gross) and other income for the year under review stood at Rs 316.79 Crs. vis--vis Rs377.22 Crs. in the previous year. The Company has sustained a loss of
Rs 69.98 Crs. during the year ended 31st March 2021 against a loss of Rs 43.12 Crs. inthe previous year. The increased loss was due to provisioning of expected credit loss ofRs 35.45 Crs. as per the applicable Accounting Standards and also due to severe disruptionof operations caused by the ongoing pandemic during the year under review.
FOREIGN SUBSIDIARY COMPANY
The foreign subsidiary viz. TIL Overseas Pte. Ltd. Singapore had a revenue of Rs 5.91Crs. during the year under review as compared to previous year's revenue of Rs 81.33 Cr.It registered a Profit of Rs 0.34 Crs. during the year under review compared to a loss ofRs 2.31 Cr. in the previous year.
After adjusting loss for the current year the reserves & surplus (excludingrevaluation reserves) of the Company has decreased from Rs 271.02 Crs. to Rs 203.90 Crs.and the shareholders' fund decreased from Rs 281.05 Crs. to Rs 213.93 Crs. as at 31stMarch 2021 respectively.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act 2013 Regulation 33 of theSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and applicable Indian AccountingStandards the Audited Consolidated Financial Statements of the Company for the FinancialYear 2020-21 together with the Auditors' Report form part of this Annual Report. TheConsolidated Financial Statements have been prepared on the basis of Audited FinancialStatements of the Company and its Subsidiary Company as approved by their respective Boardof Directors. Pursuant to Section 129(3) of the Companies Act 2013 a statement in theprescribed Form AOC-1 containing the salient features of the financial statements of theCompany's Subsidiary is also provided in this Annual Report. The accounts of the Company'sSubsidiary are also uploaded on the website of the Company www.tilindia.in.
As the Company had no profits during the financial year ended 31st March 2021 theBoard does not recommend payment of any Dividend.
IMPACT OF COVID-19 PANDEMIC
The swift spread of COVID-19 last year perpetrated a heavy blow to the Indian economyand the world economy as well. Your Company had to face the brunt of the pandemic withminimal operations during the first two quarters of financial year 2020-21. Howeveroperations improved slightly during the next two quarters till the second wave of thepandemic with more severe variants lashed out in the country. Economic growth is onceagain showing signs of disruption with depressed sentiments.Varying degrees of lockdownhave been imposed in different parts of the country leading to clouds of uncertainty.Hence in spite of having healthy order book position in cranes and defense equipmentyour Company is facing the headwinds posed by the pandemic with respect to bottlenecks inproduction supply chain logistics etc. Cash flow has also been impacted severelyleading to much lower performance during the year. Your Company continued focusing onadherence of strict safety & welfare measures for its employees by displaying suitableposters with DO's & DON'T's at vantage points at each and every location. The Companyhad also been abiding by all the announcements made by the Government from time to timeincluding compliance with the standard SOPs. Social distancing norms have been ensured atall times. Wherever possible the Company has encouraged working from home for itsemployees and also shared frequent advisories/guidelines on ways to stay safe healthy andactive. The pandemic is not over and is expected to continue further and therefore itsimpact assessment is an ongoing process. Your Company will continue to monitor anymaterial changes pertaining to future economic conditions.
The paid up equity share capital of the Company as on 31st March 2021 was Rs100302650/- divided into 10030265 equity shares of face value of Rs 10/- each. TheCompany has neither issued any class of shares nor was there any buy-back of shares duringthe year under review. Further the Company does not have any stock option scheme for itsemployees.
The Company has not transferred any amount to the General Reserve during the financialyear ended 31st March 2021.
During the year under review the Company did not accept any deposits from the publicwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and there is no outstanding deposit as on 31st March 2021.
BOARD OF DIRECTORS
The Board of the Company is duly constituted and is in compliance with the requirementsof the Companies Act 2013 the SEBI Listing Regulations read with the provisions of theArticles of Association of the Company. The Board of your Company consists of thefollowing Directors as on 31st March 2021:
|NAME OF DIRECTORS ||DESIGNATION ||DIN |
|Mr. Sumit Mazumder ||Chairman and Managing Director ||00116654 |
|Mr. R.L. Gaggar ||Non-Executive Independent Director ||00066068 |
|Mr. G. Swarup ||Non-Executive Independent Director ||00374298 |
|Dr. T. Mukherjee ||Non-Executive Independent Director ||00004777 |
|Ms. Veena Hingarh ||Non-Executive Independent Director ||00885567 |
|Mrs. Manju Mazumder ||Non-Executive Director ||00743164 |
|Mr. D. K. Banerjee ||Nominee Director LICI ||07326051 |
Mr. D. K. Banerjee (DIN 07326051) was nominated by Life Insurance Corporation of Indiaon the Board of the Company in place of Mr. S. V. Ramana Rao with effect from 12thNovember 2020. The Directors recorded their appreciation to the contributions made by Mr.Ramana Rao during his tenure of association with the Company. Under the provisions of theCompanies Act 2013 the period of office of the Nominee Director is not liable to retireby rotation.
Mr. Sumit Mazumder (DIN 00116654) Chairman & Managing Director of the Company wasre-appointed for a further period of 5 (five) years with effect from 1st June 2020 by theshareholders of the Company at the 45th Annual General Meeting held on 11th September2020. He also continues to be a Key Managerial Personnel' under Section 203 of theCompanies Act 2013. As per the Articles of Association of the Company Mr. Sumit Mazumderretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment.
Dr. T. Mukherjee and Ms. Veena Hingarh were appointed as Independent Directors of theCompany for a period of five consecutive years with effect from 1st April 2016 and 26thMarch 2016 respectively and their terms of office as Independent Directors have ceased on31st March 2021 and 25th March 2021 respectively. The Board of Directors on therecommendation of the Nomination & Remuneration Committee has approved there-appointment of Dr. T. Mukherjee and Ms. Veena Hingarh as Independent Directors of theCompany for a further period of five years with effect from 1st April 2021 and 26th March2021 respectively subject to approval of the shareholders. Both Dr. Mukherjee and Ms.Hingarh fulfill all the criteria specified under the Companies Act 2013 and Rules madethereunder read with the requirements of the SEBI Listing Regulation as amended from timeto time making them eligible to be re-appointed as Independent Directors of the Companyfor a further term of five years.
Necessary information pursuant to the SEBI Listing Regulations in respect of Directorsto be appointed and re-appointed at the forthcoming Annual General Meeting are given inthe Annexure to the Notice convening the Annual General Meeting and also under theCorporate Governance Report forming a part of this Report.
In terms of the disclosure received from the Directors none of them is disqualifiedfrom being appointed as directors under Section 164(2) of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL
Mr. Rajiv Kumar Soni was appointed as the Chief Executive Officer of the Company witheffect from 1st April 2021 pursuant to the provisions of Section 203 of the Companies Act2013 read with the Rules made thereunder. Mr. Shibaditya Gosh resigned as the ChiefFinancial Officer of the Company with effect from 31st May 2021.
Presently the Key Managerial Personnel of the Company are as under: 1. Mr. SumitMazumder Chairman and Managing Director;
2. Mr. Rajiv Kumar Soni Chief Executive Officer (with effect from 1st April 2021) 3.Mr. Sekhar Bhattacharjee Vice President - Company Secretary & Compliance Officer;
Details pertaining to their remuneration for the year ended 31st March 2021 have beenprovided in the Extract of Annual Return in Form MGT-9 annexed hereto and forming part ofthis Report.
The Board of Directors meets at regular intervals to discuss and decide onCompany/business policy and strategy apart from other items of business. The Board andCommittee Meetings are pre-scheduled and a tentative annual calendar of the Board andCommittee Meetings is circulated to the Directors well in advance to help them plan theirschedule and to ensure meaningful participation at the meetings.
During the year under review five (5) Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD
Pursuant to various requirements under the Companies Act 2013 and the SEBI ListingRegulations the Board of Directors has constituted various committees namely AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship CommitteeCorporate Social Responsibility Committee and Management Committee.
The details of composition meetings held during the financial year 2020-21 terms ofreference etc. pertaining to said committees are mentioned in the Corporate GovernanceReport.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Details of the separate meeting of the Independent Directors held in terms of ScheduleIV to the Companies Act 2013 and Regulation 25(3) of the SEBI Listing Regulations isgiven in the Corporate Governance Report.
COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India.
The Nomination and Remuneration Committee as well as the Board of Directors havereviewed the evaluation of performance of the Board as a whole various Board Committeesand also of the individual Directors. The manner in which the evaluation has been carriedout has been disclosed in the Corporate Governance Report attached to this Report.
STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the Company together with SWOT analysis has been given in theManagement Discussion Analysis section which forms a part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section134(3)(c) read with Section 134(5) of the Companies Act 2013 andprovisions of the SEBI Listing Regulations in the preparation of the annual accounts forthe year ended on 31st March 2021 and state that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures if any; ii. the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profits of the Company for thatperiod; iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. the Directors have prepared the annual accounts on a goingconcern basis; v. the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors on the Board have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board theyfulfill the conditions of independence as specified in the Companies Act 2013 and theSEBI Listing Regulations and are independent of the management.
INTERNAL FINANCIAL CONTROLS
Your Company has adequate internal financial control mechanisms commensurate with itssize and scale of operations procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information. During theyear under review such controls were reviewed and no reportable material weakness eitherin design or in operation were observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being in manufacturing business does not have any policy to give loansdirectly or indirectly to any person or to other body corporates or give any guarantee orprovide any security in connection with a loan covered under the provisions of Section186 of the Companies Act 2013 to any other body corporate except for its subsidiary asand when required. The Company also did not make any investment in securities of any otherbody corporate during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the financial year were in theordinary course of business and on arm's length basis. There were no materiallysignificant related party transactions entered into by the Company with promotersdirectors key managerial personnel or other persons which may have a potential conflictwith the interest of the Company. All related party transactions were placed before theAudit Committee for review and approval. Prior omnibus approval was also obtained from theAudit Committee for related party transactions which are of repetitive nature and whichcan be foreseen and accordingly the required disclosures are made to the Audit Committeeon quarterly basis in terms of the omnibus approval of the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit Committee and theBoard of Directors are available on the Company's website under the following weblink:https://www.tilindia.in/investor-relations/related-party-transaction-policy The details ofthe related party transactions are set out in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS BETWEEN END OF THEFINANCIAL YEAR AND DATE OF THIS REPORT
During the financial year under review and till the date of this report the ongoingpandemic COVID-19 has impacted the business operations commitments and financial positionof the Company.
The Company is in full compliance with the requirements and disclosures that have to bemade in terms of the requirements of Corporate Governance specified in SEBI ListingRegulations.
Further in terms of the provisions of Schedule V(C) of the SEBI Listing Regulations adetailed report on the Corporate Governance attached as ANNEXURE-I together with aCertificate for the year ended 31st March 2021 issued by Messrs. Deloitte Haskins &Sells (FRN: 302009E) Chartered Accountants Kolkata the Statutory Auditors of theCompany confirming compliance with the requirements of the Corporate Governance asspecified in SEBI Listing Regulations attached as ANNEXURE-II forms part of this AnnualReport.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of provisions of Section 177 of the Companies Act 2013 and the Rules framedthereunder read with Regulation 22 of the SEBI Listing Regulations your Company has inplace necessary vigil mechanism through a whistle blower policy to provide a formalmechanism to the directors employees and stakeholders to report genuine concerns aboutunethical behavior actual or suspected a fraud or violation of the Company's Code ofConduct and other issues relating to inappropriate functioning of the organization. Thepolicy provides for adequate safeguards against victimization of persons who use suchmechanism and provides for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases.
The said policy is available on the website of the Company under the weblink:https://www.tilindia.in/investor-relations/whistle-blower-policy.
Details of Credit Ratings assigned to the Company are given in the Corporate GovernanceReport.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2) read with Paragraph B of Schedule V of the SEBI ListingRegulations the Management Discussion and Analysis Report is attached as Annexure V andforms an integralpart of this Annual Report.
STATUTORY AUDITORS & THE AUDITORS' REPORT
In terms of provisions of Section 139 of the Companies Act 2013 read with theprovisions of the Companies (Audit and Auditors) Rules 2014 as amended the second termof Messrs. Deloitte Haskins & Sells (FRN: 302009E) Chartered Accountants Kolkata asStatutory Auditors of the Company shall expire from the conclusion of the 46th AnnualGeneral Meeting. Accordingly they would not be eligible to seek re-appointment for anyfurther term.
The Board of Directors on the recommendation of the Audit Committee and subject toapproval of the shareholders has appointed Messrs. Singhi & Co. (FRN 302049E)Chartered Accountants 161 Sarat Bose Road Kolkata - 700026 as the Statutory Auditors ofthe Company to hold office for a period of five years that is from the conclusion of theensuing 46th Annual General Meeting till the conclusion of the 51st Annual GeneralMeeting. Appropriate resolution seeking approval of the shareholders for such appointmentand remuneration forms part of the Notice convening the 46th Annual General Meeting of theCompany.
Messrs. Deloitte Haskins & Sells have submitted their Independent Auditors Reporton standalone and consolidated financial statements of the Company for the year ended 31stMarch 2021 which forms part of this Annual Report and there is no qualificationreservation or adverse remark or disclaimer given by the Auditors in their Reports. Nofrauds have been reported by the Auditors under Section 143(12) of the Companies Act2013.
The Board of Directors expressed their utmost gratitude & appreciation to theoutgoing Statutory Auditors for extending their guidance support & co-operationduring their decade long association with the Company.
SECRETARIAL AUDITORS & THE SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204(1) of the Companies Act 2013 read with theSEBI Listing Regulations the Secretarial Audit Report the Secretarial Compliance Reportand the Non-Disqualification Certificate of Directors issued by the Secretarial AuditorsMessrs. T. Chatterjee and Associates Practicing Company Secretaries (FRN: P2007WB067100)for the financial year 2020-21 are annexed as Annexure III and forms part of this Report.There are no qualifications or observations or adverse remarks made by the SecretarialAuditor in their Reports.
The Board of Directors on recommendation of the Audit Committee has re-appointedMessrs. T. Chatterjee and Associates Practicing Company Secretaries as the SecretarialAuditors of the Company for the financial year 2021-22. The Company has received consentfrom the Secretarial Auditors relating to the said re-appointment.
COST AUDITORS& THE COST AUDIT REPORT
The Cost Auditors Messrs. D. Radhakrishnan & Co. Cost Accountants (FRN: 000018)appointed by the Board of Directors of the Company for the financial year 2020-21 havesubmitted the Cost Audit Report within the time limit prescribed under the Companies Act2013 and the Rules made thereunder. Pursuant to Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended the Board ofDirectors on recommendation of the Audit Committee has re-appointed Messrs. D.Radhakrishnan &
Co. Cost Accountants to conduct the cost audit relating to products manufactured bythe Company falling under the applicable Tariff heading for the financial year 2021-22 ata remuneration of Rs 120000/- (Rupees One Lac Twenty Thousand only) per annumsubject to ratification by the shareholders at the 46th Annual General Meeting. Aresolution seeking ratification of the remuneration payable to Cost Auditors form part ofthe Notice convening the 46th Annual General Meeting. The Company has received consentfrom Messrs. D. Radhakrishnan & Co. for their re-appointment.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 the particulars of Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo in the prescribedformatis attached as Annexure VI and forms a part of this Annual 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 were no significant material orders passed by the regulators / courts / tribunalswhich would impact the going concern status of the Company and its future operations.However shareholders' attention is drawn to the statement on contingent liabilities andcommitments in the notes forming part of the financial statements.
During the year under review the prime focus of the Company was to assure a healthyand safe working front for all its employees. Wherever possible work from home wasencouraged during lockdowns. The Company also focused on intensified training andcapability development activities with special focus on technical training through onlinemode across various functions and departments. Timely and continuous communications werein place to keep up the morale and a sense of positivity during the Covid-19 pandemictimes. The workplace environment remained conducive towards driving a performance drivenculture. In line with the business performance for the year recruitment was absoluteminimum and only for critical positions. Manpower streamlining was also undertaken tobring in more accountability to garner optimum efficiency for the entire organization. Ason 31st March 2021 the employee strength of your Company stood at 1205.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under Section 197 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended are attached as ANNEXURE VII and forms part of this Report. However theReport and Financial Statements are being sent to all shareholders of the Companyexcluding the information on employees' particulars as per Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended and areavailable for inspection by the shareholders through electronic mode upto the date of theensuing 46th Annual General Meeting. Any shareholder interested in obtaining a copy of thesaid information may write to the Company at secreterial.department at tilindia.com.
CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to providing a safe and secure environment to its womenemployees across its functions and has in place a Policy on "Prevention Prohibition& Redressal of Sexual Harassment at Workplace" and also an Internal Complaints
Committee (ICC) as envisaged under the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and Rules made thereunder.
During the year under review no complaints relating to sexual harassment were reportedeither with the ICC or with the Company.
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return in Form No. MGT-9 is attached as Annexure VIII andforms a part of this Report.
COMPLIANCE WITH CODE OF CONDUCT
All Directors and senior management personnel have affirmed compliance with the Code ofConduct of the Company. A declaration to that effect signed by the Chairman & ManagingDirector as stipulated under Regulation 34(3) read with Part D of Schedule V to the SEBIListing Regulations for the year ended 31st March 2021 is attached as Annexure IX andforms a part of this Report.
ANNEXURES FORMING PART OF THIS REPORT
The following Annexures referred to in this Report and other information which arerequired to be disclosed are attached herewith and forms part of this Report:
|ANNEXURE ||PARTICULARS |
|I ||Report on Corporate Governance |
|II ||Independent Auditor's Certificate on Corporate Governance |
|III ||Secretarial Audit Report Secretarial Compliance Report and Certificate of Non-Disqualification of Directors |
|IV ||Annual Report on Corporate Social Responsibility (CSR) activities |
|V ||Management Discussion and Analysis Report |
|VI ||Prescribed Particulars on Conservation of Energy Foreign Exchange Earnings and Outgo etc. |
|VII ||Particulars of Employees |
|VIII ||Extract of Annual Return as per form MGT-9 Managing Director's Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI |
|IX ||(Listing Obligations and Disclosure Requirements) Regulations 2015 relating to compliance with the Code of Conduct. |
Your Directors wish to convey their deep appreciation to all the employees customersvendors bankers regulators investors and all other stakeholders for their sincereco-operation and dedicated services towards the performance of the Company. The Directorsalso thank the Government of India State Governments and the concerned governmentdepartments for extending their support and co-operation.
| ||For and on behalf of the Board of Directors |
|Kolkata ||Sumit Mazumder |
|31st May 2021 ||Chairman & Managing Director |