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TIL Ltd.

BSE: 505196 Sector: Engineering
NSE: TIL ISIN Code: INE806C01018
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OPEN 176.10
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VOLUME 1611
52-Week high 245.00
52-Week low 123.20
P/E
Mkt Cap.(Rs cr) 180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 176.10
CLOSE 179.85
VOLUME 1611
52-Week high 245.00
52-Week low 123.20
P/E
Mkt Cap.(Rs cr) 180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TIL Ltd. (TIL) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report together with the AuditedFinancial Statements for the year ended 31st March 2019 as under:

FINANCIAL RESULTS

( Rs. / Crs. )

For the Year Ended
31.03.2019 31.03.2018
Revenue from Operations 471.10 395.57
Other Income 6.74 4.54
Total Revenue 477.84 400.11
Profit before Depreciation Interest & Tax (PBDIT) 60.94 49.49
Depreciation & Amortization 12.41 11.64
Interest 24.12 17.77
Profit Before Exceptional Items and Tax 24.41 20.08
Exceptional Items - -
Profit Before Tax 24.41 20.08
Tax Provision (2.33) 2.92
Profit After Tax 26.74 17.16
Other Comprehensive Income for the year (2.75) (1.30)
Total Comprehensive Income for the year 23.99 15.86

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 2019 stood at Rs. 447.56 Crs.compared to Rs. 354.72 Crs. in the previous year. Profit before tax for the Group duringthe year under review was Rs. 20.93 Crs. compared to a profit before tax of Rs. 11.32 Crs.in the previous year.

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. 477.84 Crs. vis--vis Rs.400.11 Crs. in the previous year. The Company has made a profit (i.e. Total ComprehensiveIncome) of Rs. 23.99 Crs. during the year ended 31st March 2019 against a profit of Rs.15.86 Crs. in the previous year.

FOREIGN SUBSIDIARY COMPANY

During the year under review the wholly owned foreign Subsidiary of the Company viz.TIL Overseas Pte. Ltd. Singapore did not have any significant operation. Revenue of theforeign subsidiary during the year was Rs. 8.36 Crs. as compared to previous year’srevenue of Rs. 0.97 Cr. It registered a profit of Rs. 0.15 Cr. during the year underreview compared to a profit of Rs. 0.20 Cr. in the previous year.

FINANCE

After adjusting profit and dividend of Rs. 19.75 Crs. for the current year thereserves & surplus (excluding revaluation reserves) of the Company has increased fromRs. 281.42 Crs. to Rs. 301.17 Crs. and the shareholders’ fund increased from Rs.291.45 Crs. to Rs. 311.20 Crs.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the provisions of the Companies Act 2013 and in accordance with theIndian Accounting Standard (Ind AS) 110 and as prescribed under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the AuditedConsolidated Financial Statements form a part of this Annual Report. These statements havebeen prepared on the basis of Audited Financial Statements received from the SubsidiaryCompany as approved by their respective Boards.

Pursuant to Section 129(3) of the Companies Act 2013 a statement in Form AOC-1containing the salient features of the financial statements of the Company’sSubsidiary is also provided in this Annual Report.

DIVIDEND

The Board of Directors recommend a dividend @ 17.50% i.e. Rs. 1.75 per equity share offace value of Rs. 10/- each subject to the approval of the shareholders at the ensuingAnnual General Meeting.

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March 2019 was Rs.100302650/- 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.

DEPOSITS

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 are no outstanding deposit as on 31st March 2019.

BOARD OF DIRECTORS

The Board of your Company consists of the following directors:

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
Mr. S. V. Ramana Rao Nominee Director - LICI 07002758
Mr. Aloke Banerjee Director-Finance & Chief Financial Officer 00609491
Mrs. Manju Mazumder Non-Executive Director 00743164

Pursuant to the recommendation of the Nomination and Remuneration Committee and theapproval of the Board Mrs. Manju Mazumder (DIN 00743164) was appointed as an AdditionalDirector of the Company with effect from 8th February 2019 in accordance with theprovisions of Section 161 of the Companies Act 2013 read with Article No. 124 of theArticles of Association of the Company. Accordingly Mrs. Mazumder shall hold office up tothe date of the ensuing Annual General Meeting and is eligible for re-appointment.

As per the Articles of Association of the Company Mr. Sumit Mazumder retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment.

Mr. R. L. Gaggar and Mr. G. Swarup were appointed as Independent Directors of theCompany for a period of five consecutive years with effect from 28th April 2014 and theirterm of office as Independent Directors shall cease on 27th July 2019. Pursuant to therequirement of Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 approval of theshareholders have been obtained by the Company for continuation of the present term of Mr.Gaggar who has attained the age of 75 years on 1st December 2007. The Board of Directorson the recommendation of the Nomination & Remuneration Committee has approved there-appointment of Mr. R. L. Gaggar and Mr. G. Swarup as Independent Directors of theCompany for a further period of five years with effect from 28th July 2019 subject toapproval of the shareholders. Both Mr. Gaggar and Mr. Swarup fulfill all the criteriaspecified in the Companies Act 2013 and Rules made thereunder read with the requirementsof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time (SEBI Listing Regulations)making them eligible to be re-appointed as Independent Directors of the Company for afurther term of five years.

Necessary information pursuant to the SEBI Listing Regulations in respect of Directorsto be appointed and re-appointed at the ensuing Annual General Meeting are given in theAnnexure to the Notice convening the Annual General Meeting.

In terms of the disclosure received from the Directors none of them are disqualifiedfrom being appointed as Directors under Section 164(2) of the Companies Act 2013.

BOARD MEETINGS

The Board of Directors meet at regular intervals to discuss and decide onCompany/business policy and strategy apart from other items of business. The Boardexhibits strong operational oversight with regular presentation by business heads to theBoard. The Board and Committee Meetings are pre-scheduled and a tentative annual calendarof the Board and Committee Meetings is circulated to the Directors well in advance to helpthem plan their schedule 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 such as AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship CommitteeCorporate Social Responsibility Committee and Management Committee.

The details of composition terms of reference etc. pertaining to these committeesare mentioned in the Corporate Governance Report.

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 aregiven in the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

BOARD EVALUATION

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.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act 2013 following are the Key ManagerialPersonnel of the Company:

1. Mr. Sumit Mazumder Chairman and Managing Director;

2. Mr. Aloke Banerjee Director - Finance & Chief Financial Officer;

3. Mr. Sekhar Bhattacharjee Vice President & Company Secretary

During the year under review there has been no change in the Key Managerial Personnelof the Company.

Details pertaining to their remuneration for the year ended 31st March 2019 have beenprovided in the Extract of Annual Return in Form MGT-9 annexed hereto and forming a partof this Report.

STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the Company together with an analysis of opportunities threatsand future outlook analysis have been given in the Management Discussion Analysis sectionwhich 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 2019 and state that :

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period;

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 going concern basis;

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control mechanisms with referenceto financial statements. During the year such controls were reviewed and no reportablematerial weakness either in 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 corporates except for its subsidiary.The Company also did not make any investment in securities of any other body corporatesduring 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 the 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 is also obtained from theAudit Committee for the related party transactions which are of repetitive nature andwhich can be foreseen and accordingly the required disclosures are made to the AuditCommittee on 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 followingweblink: https://www.tilindia.in/investor-relations/related-party-transaction-policy.

The details of the related party transactions are set out in the notes to the financialstatements.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred subsequent to the close of thefinancial year of the Company to which the financial statements relate and the date ofthis report.

CORPORATE GOVERNANCE

In accordance with the provisions of Regulation 34(3) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Corporate Governance Report isattached as Annexure I and forms a part of this Report. The Corporate Governance

Certificate for the year ended on 31st March 2019 issued by Messrs. Deloitte Haskins& Sells (FRN : 302009E) Chartered Accountants Kolkata the Statutory Auditors of theCompany is also attached as Annexure II and forms a part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has in place necessary vigil mechanism through a Whistle Blower Policy toprovide a formal mechanism to the directors employees and stakeholders to report genuineconcerns about unethical behavior actual or suspected a fraud or violation of theCompany’s Code of Conduct in accordance with the provisions of the Companies Act2013 and the SEBI Listing Regulations. The policy provides for adequate safeguards againstvictimization of persons who use such mechanism and provides for direct access to theChairperson of the Audit Committee in appropriate or exceptional cases. The said policy isavailable on the website of the Company under the weblink: https://www.tilindia.in/investor-relations/whistle-blower-policy.

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 integral part of this Report.

STATUTORY AUDITORS & THE AUDITOR’S REPORT

Pursuant to the applicable provisions of the Companies Act 2013 the shareholders ofthe Company at the 42nd Annual General Meeting held on 26th August 2017 appointed Messrs.Deloitte Haskins & Sells (FRN: 302009E) Chartered Accountants Kolkata as theStatutory Auditors of the Company to hold office from the conclusion of the 42nd AnnualGeneral Meeting till the conclusion of the 46th Annual General Meeting.

The Auditors have submitted their Independent Auditor’s Report on standalone andconsolidated financial statements of the Company for the year ended 31st March 2019 whichforms a part of this Annual Report and there is no qualification reservation or adverseremark or disclaimer given by the Auditors in their Reports. No frauds have been reportedby the Auditors under Section 143(12) of the Companies Act 2013.

Ratification of the Auditor’s appointment is no more required pursuant to therevised provisions of Section 139 of the Companies Act 2013. The Auditors have giventheir consent for continuation of their office for the financial year 2019-20 and havealso confirmed that they are eligible for appointment as Auditors of the Company underSection 139 of the Companies Act 2013.

SECRETARIAL AUDITORS & THE SECRETARIAL AUDIT REPORT

Pursuant to 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 2018-19 are annexed as Annexure III and forms a part of thisReport. There are no qualifications observations or adverse remarks made by theSecretarial Auditor in their Reports.

The Board of Directors on recommendation of the Audit Committee have appointedMessrs. T. Chatterjee and Associates Practicing Company Secretaries as the SecretarialAuditors of the Company for the financial year 2019-20. The Company has received consentfrom the Secretarial Auditors relating to the said 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 2018-19 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 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended the Board of Directors on recommendation ofthe Audit Committee has appointed Messrs. D. Radhakrishnan & Co. Cost Accountantsto conduct the cost audit relating to products manufactured by the Company falling underthe applicable Tariff heading for the financial year 2019-20 at a remuneration of Rs.120000/- (Rupees One Lac Twenty Thousand only) per annum subject to ratification by theshareholders at the ensuing Annual General Meeting. A resolution seeking ratification ofthe remuneration payable to Cost Auditors forms a part of the Notice convening the ensuingAnnual General Meeting. The Company has received consent from Messrs. D. Radhakrishnan& Co. for their appointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts)Rules 2014 are attached as Annexure VI and form a part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant 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 liabilitiesand commitments in the notes forming a part of the financial statements.

HUMAN RESOURCE

During the year under review your Company further strengthened its focus on humancapital. Comprehensive and focused talent management interventions have been the nodalareas for driving workforce performance. Your Company believes that its people are the keydifferentiators to ensure superior performance of the organization. Stemming from thisbelief competency and need based personalized learning programs were designed andimplemented at various levels.

Competency architecture was also revalidated in line with ever changing imperatives& priorities to ensure a seamless transition into the business landscape of thefuture. There was also a constant measurement of objectives and inputs throughout the yearfor people at operational levels to minimize the gap between strategy and execution. Atargeted approach was adopted for talent acquisition both campus and lateral hires witha focus on diversity and inclusion. To complement all these initiatives various employeeengagement initiatives were also adopted round the year to infuse purpose energy andenthusiasm in all employees. As on 31st March 2019 the total employee strength of TILstood at 1247.

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 form a part of this Report.

However the Report and Financial Statements are being sent to all shareholders of theCompany excluding the information on employees’ particulars as per Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedand are available for inspection by the shareholders at the registered office of theCompany during business hours on working days of the Company upto the date of the ensuingAnnual General Meeting. Any shareholder interested in obtaining a copy of the saidinformation may write to the Company at its Registered Office.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on "Prevention Prohibition & Redressal of Sexual Harassment atWorkplace" in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and Rules made thereunder. It iscommitted to providing equal opportunities without regard to race caste sex religioncolour nationality disability etc. Your Company has already constituted InternalComplaints Committee (ICC) in accordance with the said Act. During the year under reviewno complaints relating to sexual harassment were reported either with the ICC or with theCompany.

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 2019 is attached as Annexure IX andforms a part of this Report.

ANNEXURES FORMING A 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 Auditor’s Certificate on Corporate Governance
III Secretarial Audit Report Secretarial Compliance Report and Certificate of Non-Disqualification of Directors
IV Report on Corporate Social Responsibility (CSR)
V Management Discussion and Analysis Report
VI Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo etc.
VII Particulars of Employees
VIII Extract of Annual Return as per Form MGT-9
IX Managing Director's Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI Listing Regulations relating to compliance with the Code of Conduct.

APPRECIATION

Your Board of Directors would like to record their appreciation for the sincere effortsas well as collective contribution of all the employees to the Company’s performance.Your Directors would also like to thank the Government shareholders customers vendorsbankers and all other stakeholders for their continuous co-operation and support to theCompany and the confidence reposed on the management.

For and on behalf of the Board of Directors
Kolkata Sumit Mazumder
22nd May 2019 Chairman & Managing Director