To the Members
The Directors present the 56th Annual Report and Annual Accounts on the business and operations of your Company along with a summary of Standalone and Consolidated Financial Statements for the year ended 31st March 2019.
A. Financial Results
|Figures in Rupees Lakhs|
|Revenue from operations||23705.82||35395.12||34919.78||44177.58|
|Total income from operations||24439.72||35930.85||36086.36||44666.15|
|Total expenses excluding finance costs & depreciation||32212.67||50148.74||42404.60||58513.24|
|Profit/(loss) from operations before finance costs depreciation and exceptional items||(7772.95)||(14217.89)||(6318.24)||(13847.09)|
|Profit/ (loss) before share of profit/(loss) of joint ventures exceptional item and tax||(14198.94)||(19258.80)||(13117.23)||(19241.05)|
|Share of profit/(loss) from joint ventures||-||-||1436.07||743.16|
|Profit/(loss) before exceptional items and tax||(14198.94)||(19258.80)||(11681.16)||(18497.89)|
|Profit/(loss) before tax||(10556.90)||(16555.80)||(10282.05)||(18497.89)|
|Net profit/(loss) after tax from continuing operation||(10556.90)||(14597.65)||(10417.42)||(16695.27)|
|Profit/(loss) after tax from discontinuing operation||-||-||6931.11||3283.92|
|Profit/(loss) after tax for the year||(10556.90)||(14597.65)||(3486.31)||(13411.35)|
|Other comprehensive income||182.31||0.07||727.37||1450.45|
|Total comprehensive income||(10374.59)||(14597.58)||(2758.94)||(11960.90)|
Transfer of Reserves: In view of losses there is no transfer from profit and loss account to general reserve. Dividend: No dividend has been recommended by the Directors for the Financial Year under review.
Management Discussion and Analysis
The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report (Annexure 1).
B. Economic Outlook
The structural reforms undertaken by the Government such as implementation of Goods & Service Tax (GST) for widening of tax base Insolvency & Bankruptcy Code (IBC) and Bank recapitalization for credit growth push Liberalization of Foreign Direct Investment (FDI) and ease of doing business is expected to provide much needed impetus to expand economic activity. However external headwinds such as spillover effects of the global trade conflict geo-political tensions high crude prices tightened global financial conditions and weaker rupee will continue to dent investment activity and consumption. The stable political outcome of the forthcoming general elections will provide the necessary boost to capital inflow and investment activity particularly in Infrastructure sector where the Company operates.
C. Operation and Performance
Your Directors are pleased to inform that the Company has successfully completed the Performance Guarantee test obtained operational acceptance and partial COF (Completion of Facilities) Certificate at NTPC Barh Project. The Company has achieved contract closure of NTPC Mouda.
Through concerted and vigorous efforts the Company has been able to collect nearly Rs. 34 crore in retention money against existing major projects this year. The Company has also been able to substantially reduce its overall Bank Guarantee exposure to Rs. 327 crore as of March 31 2019 from Rs. 534 crore as of March 31 2018.
During the year the Company reduced the short term borrowings by Rs 116 crore to Rs 153 crore as of March 31 2019 from Rs 269 crore as of March 31 2018 while long term borrowings were reduced by Rs 68 crore to Rs 34 crore as of March 31 2019 from Rs 102 crore as of March 31 2018.
While the broader economy witnessed improvement infrastructure growth remained sluggish. Some of the major over-leveraged companies in the infrastructure power generation and steel sector have been referred to National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code (IBC). Out of which few were the customers of the Company. As a result the business was adversely affected.
The emphasis inter-alia during the year was to complete the ongoing projects. It is expected that the projects which are in an advanced stage of completion will be completed during the year. Other projects which have been completed the focus will be to accomplish their financial closure and collect retention money.
The Company is also exploring the opportunity to further its business with Tata Steel for which approval of shareholders has been obtained in March 2019. Opportunities are being explored in the areas of Electromechanical Jobs Industrial Structures and Life Cycle services. The above measures will assist in improving the performance of the Company.
Operations and Performance of Subsidiary Companies
TRF sold York Transport Equipment (Asia) Pte. Limited a step down subsidiary along with its subsidiaries at a total gross consideration of USD 43.56 Mi (Rs. 309 crore) and net consideration of USD 22.23 Mi (Rs. 157.8 crore) to SAF-Holland GMBH on April 30 2018. Consequent to such sale TRF Singapore Pte Limited exercised schemes of capital reduction to the tune of Rs. 121.85 crore and Rs. 13.8 crore in September 2018 and March 2019 respectively helping improve cash flows for TRF.
Dutch Lanka Trailer Manufacturers Ltd (DLT)
DLT based in Sri Lanka manufactures and exports Ports and Road trailers globally.
The turnover of DLT Group in Financial Year 2018-19 was Rs 7139.17 lakh compared to Rs 5321.09 (Incl excise) lakh during the previous year. The Consolidated Profit Before Tax of DLT Group for Financial Year 2018-19 was Rs 2274.80 lakh compared to a Profit of Rs 818.99 lakh in Financial Year 2017-18.
DLT has expanded its market reach to the USA by winning a tender to supply 35 Terminal Trailers to Wilmington Port Delaware USA. The Company has entered markets in the Dominican Republic and South America and re-gained markets in Peru and Australia.
Tata International DLT Pvt. Ltd (Tata DLT):
The turnover of the Tata DLT the joint venture company of DLT Financial Year 2018-19 was Rs. 50657.03 lakh compared to Rs 35567.94 lakh during the previous year. The Profit before Tax for Financial Year 2018-19 was Rs 4029.71 lakh compared to a Profit of Rs 2206.82 lakh in Financial Year 2017-18. More than 28500 trailers by Tata DLT are running on Indian roads and serving various applications. It introduced India's first intelligent trailer which ensures greater road safety and ensures enhanced operational and braking efficiency. Tata DLT developed various new variants in the market such as 34 feet - 5 feet Side Wall Trailer (SWT) 34 feet - 5.5 feet SWT 34 feet - 6 feet (Plain Sheet) SWT. The Company introduced a 16-wheeler low bed trailer for transportation of heavy machinery for infrastructure projects. It also introduced 16 Cum HD Tipper on Tata LPK 2518 chassis.
Hewitt Robins International Ltd (HRIL)
The turnover of HRIL in Financial Year 2018-19 was Rs 4075.41 lakh compared to Rs 3459.53 lakh during the previous year. The Profit before Tax of HRIL for Financial Year 2018-19 was Rs. 611.28 lakh compared to a Profit of Rs 688.94 lakh in Financial Year 2017-18. HRIL bagged its first export order to Zambia. It supplied large replacement screens to customers in the UK and France. With the supply of equipment in the asphalt sector the Company has been able to create new market opportunities. In terms of the fourth proviso to sub section 1 of section 136 of the Companies Act 2013 the separate audited accounts of each of the subsidiaries are available on the website of the Company at www.trf.co.in. Any shareholder who wants a copy of the audited financial statement of the Company's subsidiaries can request for the same. Shareholders can send an email at firstname.lastname@example.org or write a letter to the Company Secretary of the Company addressed to the registered office. The details of all subsidiaries and joint ventures are given in Annexure 2. There has been no new addition of subsidiaries/Joint Ventures during the year under review. The Company has in terms of Listing Regulations adopted a Policy for determining material subsidiaries. The said policy is available on the website of the Company at www.trf.co.in.
D. Share Capital
During the Financial Year under review the Company has increased its Authorized Share Capital from Rs. 30 crore to Rs. 280 crore by way of additional 25 crore Preference Shares of Rs. 10 each.
The Company has raised Rs. 250 crore from Tata Steel Limited by issuance of 12.5% Non-convertible Redeemable Preference Shares on Private Placement basis. Consequently the paid-up Share Capital of the Company has increased from Rs. 11 crore to Rs. 261 crore.
E. Credit Rating
During the year CARE Ratings maintained the rating of the Company BBB+.
F. CSR and Affirmative Action
TRF ladies association under the guidance of Company offcials has undertaken various CSR initiatives in the areas of education literacy health environment protection and climate change. The Company encourages its employees to voluntarily participate in various welfare activities.
In view of continuous losses incurred by the company the provisions of Section 135(5) of the Companies Act 2013 which mandates to spend at least 2% of the average net profit of last three years towards CSR are not applicable to the Company.
G. Human Resource and Industrial Relations
Human resource development retention and engagement continue to be a focus area. The company conducted a technical competency assessment of workers and Officers during the year. Further behavioral review was done through `Thomas Profiling'. Based on the outcomes of the assessment the organization structure was revamped to meet the new business opportunities and challenges.
H. Corporate Governance
Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements Regulations) 2015 executed with the Stock Exchanges a Management Discussion and Analysis Corporate Governance Report Managing Director's declaration regarding compliance to code of conduct and Auditors' Certificate regarding compliance to conditions of Corporate Governance are made a part of the Annual Report.
The Board met 9 times during the year. The details are given in the Corporate Governance report that forms a part of the Annual Report.
Selection of New Directors and Board membership criteria
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics skills and experts for the Board as a whole and its individual members with the objective of having a Board with diverse background and expertise. Characteristics expected of all directors include independence integrity high personal and professional ethics sound business judgment and ability to participate effectively in deliberations. The policy has been given in this report as Annexure-3
Director's induction / familiarization
All individual directors inducted into the Board are given an orientation. Presentations are made by the Managing Director and senior management and also visit to the factory is organized. The policy on the company's familiarization programme is posted on the Company's website www.trf.co.in.
The evaluation of the Board Board Committees and Directors were carried out in accordance with the provisions of Companies Act 2013 SEBI LODR and Guidance note issued by SEBI vide circular no SEBI/CFD/CMD/CIR/2017/004 dated January 4 2017. Questionnaire forms were circulated to all the Directors for their feedback on Board Board Committee and Director evaluation. A meeting of the independent Directors was held on January 10 2019 where they reviewed and discussed the feedback on the functioning of the Board Board Committees Chairman other Directors guidance provided by Directors to the management outside the meetings and the quality quantity and timeliness of flow of information between the Company and the Board. The Nomination and Remuneration Committee (NRC) at its meeting held on January 10 2019 also reviewed the feedback on the evaluation of the functioning of the Board Board Committees Chairman and other Directors. The Board reviewed and discussed the feedback of the meeting. The Chairman of the Board had one-on-one meeting with the Independent Directors and Chairman of NRC had one-on-one meeting with Executive Directors.
Compensation policy for the Board and Senior Management
Based on the recommendations of the Nomination and Remuneration Committee (NRC) the Board has approved the remuneration policy for the Directors Key Managerial Personnel and all other employees of the Company. The remuneration policy for Directors Key Managerial Personnel and other employees is given in this report as Annexure-4. Weblink of the policy is http://trf.co.in/pdf/policies/policy-directors-KMP-employee-remuneration.pdf
Independent Directors Declaration
The Company has received the necessary declaration from each Independent Director in accordance with the section 149 (7) of the Companies Act 2013 that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of the Listing Regulations.
i) Mr. Sumit Shubhadarshan
The Board at its meeting held on September 14 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed Mr. Sumit Shubhadarshan as the Managing Director of the Company for a period of 3 (three) years with effect from September 15 2018.
Mr. Sumit Shubhadarshan is a Chartered Accountant and Cost Accountant. He has completed one year General Management Program from XLRI Jamshedpur and General Management Program from CEDEP France.
Mr. Shubhadarshan joined Tata Steel Limited in 1994. He has worked in various functions in Tata Steel - Tubes Division Accounts Total Operational Performance Program Managing Director's office Strategy and Planning Project Finance in Chhattisgarh project Capital Planning & Procurement Accounts Budgeting & Construction Planning Engineering & Projects and Group Investment Management.
In September 2017 he was deputed from Tata Steel Limited to TRF Limited as the Vice President (Commercial). ii) Mr. Ranganath Raghupathy Rao
The Board at its meeting held on September 14 2018 considered the recommendation of the Nomination and Remuneration Committee and appointed Mr. Ranganath Raghupathy Rao as an Additional Director to hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice from a member proposing his appointment as a Director of the Company at the ensuing Annual General Meeting. He shall be liable to retire by rotation.
Mr. Ranganath Raghupathy Rao Vice President Finance (India & South East Asia) Tata Steel Limited is responsible for the Financial Accounting Taxation as well as Consolidation and Reporting of the Financial Statements of the Tata Steel Group. Prior to joining Tata Steel he worked in Cairn Energy India Ltd as Director Finance and was holding the additional charge of CIO. He also worked in Bharat Petroleum in different roles in Finance and Non-Finance. His work experience spans for more than twenty-eight years. He has led the implementation of several strategic initiatives in Finance and Marketing. He was involved in Organizational Restructuring SAP driven BPR Strategy Conceptualization and Execution for nearly ten years. His responsibilities include Accounting Operations of the Company spread across multiple locations in the Country involving diverse operations ranging from Mining Manufacturing and Trading. In addition to this he is also responsible for instituting and monitoring necessary internal and system controls compliance with various statutes to ensure minimum risk exposure to the Company and ensuring presentation of true and fair financials by constant review of policies.
i) Mr. Sandip Biswas
Mr. Sandip Biswas relinquished the Chairman's Office and membership of the Board with effect from September 15 2018. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Sandip Biswas during his tenure.
ii) Mr. Sanjay Rajoria
Mr. Sanjay Rajoria relinquished the Managing Director's Office and membership of the Board with effect from closure of business hours on September 15 2018 for an assignment in Tata Steel Group. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Sanjay Rajoria during his tenure.
iii) Dibyendu Bose
Mr. Dibyendu Bose relinquished the Director's Office and membership of the Board with effect from August 27 2018. The Directors and Management placed on record their sincere appreciation for the valued contribution made by Mr. Dibyendu Bose during his tenure.
Key Managerial Personnel (KMP)
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of the Company are:
1) Mr. Sumit Shubhadarshan Managing Director
2) Mr. Shaktishree Das Chief Financial Officer
3) Mr. Subhashish Datta Company Secretary
The Key Managerial Personnel appointed during the year are as under:
|Name||Designation||Date of Appointment|
|1 Mr. Sumit Shubhadarshan||Managing Director||September 15 2018|
|2 Mr. Shaktishree Das||Chief Financial Officer||January 16 2019|
|3 Mr. Subhashish Datta||Company Secretary||January 11 2019|
|4 Mr. Pankaj Kumar Choubey||Company Secretary||July 27 2018|
|KMPs ceased during the year are as under |
|Name||Designation||Date of cessation|
|1 Mr. Sanjay Rajoria||Managing Director||September 14 2018|
|2 Mr. K Sujit Mathai Mathew||Chief Financial Officer||October 26 2018|
|3 Mr. Tarun Kumar Srivastava||Company Secretary||May 15 2018|
|4. Mr. Pankaj Kumar Choubey||Company Secretary||January 11 2019|
The Company places on record its sincere appreciation for the valued contribution made during their tenure.
Details of remuneration as required under section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is given in Annexure 5.
Directors' Responsibility Statement
Based on the representations received from the Operating Management pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The constitution of the Audit Committee Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for Financial Year 2018-19 forming a part of this Annual Report.
There has been no instance where Board has not accepted the recommendations of the Audit Committee during the year under review.
Internal Financial Control Systems and their Adequacy
The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the Tata Code of Conduct policies and procedures adopted by the management corporate strategies annual business planning process management reviews management system certifications and risk management framework.
The Company has in place an established internal financial control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances commensurate with the scale size and complexity of its operations. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and statutory auditors. The Audit Committee has also reviewed the effectiveness of internal controls and compliance control related party transaction the status of IFC and Key Accounting Controls.
Related party transactions
Details of transaction with related parties in Form AOC-2 is given in Annexure 6. The details of transactions with related parties as per Ind AS 24 are disclosed in notes to accounts. The Company has adopted a Policy on Related Party Transactions. The said policy is available on the website of the Company at http://trf.co.in/pdf/Revised-Policy-on-Related-Party-transactions-TSGC.pdf.
Whistle Blower Policy/Vigil Mechanism
The Board of Directors of the Company had adopted a Vigil Mechanism comprising of Whistle Blower Policy for Directors Employees and Vendors of the Company. Whistle Blower Policy is a mechanism through which Directors Employees and Vendors can report concerns about unethical actual or suspected fraud or violation of Company's code of conduct or ethics to the Ethics Counselor / Chairman Audit Committee thereby ensuring that the activities of the Company are conducted in a fair and transparent manner.
The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for Financial Year 2018-19 forming part of the Annual Report.
During the year the Company received 10 ethics complaints of which 9 were investigated and appropriate action was taken. Investigations are underway for the remaining complaint.
There has been no reporting of fraud by the Auditors for the Financial Year 2018-19.
Disclosure under Sexual Harassment of women at Workplace (Prevention Prohibition & Redressal) Act 2013
TRF has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero-tolerance approach towards those indulging in any form of sexual misconduct. TRF has duly constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the year there were no cases of sexual harassment received by the Company.
Risk Management Policy
The Board had at its meeting held on 26th December 2005 adopted Risk Management Framework for the Company for identification and prioritization of various risks based on pre determined criteria relating to
i) Strategic Risk
ii) Operational Risk and
iii) Functional Risk. The Company has developed risk registers and has identified key risks and has also framed risk mitigation plan for the same. Risk management process in the Company is an on-going activity and steps are being taken to improve the same.
H. Statutory Auditors
M/s Price Waterhouse & Co Chartered Accountants LLP (PwC) (Firm Registration No. 304026E/E-300009) were appointed as Auditors by the Members at their 54th Annual General Meeting (AGM) held on July 27 2017 to hold office for 5 years from the conclusion of the said 54th AGM until the conclusion of 59th AGM. The requirement to place the matter relating to appointment of Auditors for rati3cation by Members at every AGM has been done away by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is being proposed for rati3cation of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
I. Cost Auditors
As per Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 the Company is required to maintain cost records and accordingly records are made and maintained. The Company is also required to have audit of its cost records conducted by a Cost Accountant in practice.
The Board of Directors had re-appointed M/s Shome & Banerjee Cost Accountants (Firm Registration no 000001) Kolkata as Cost Auditors of the Company for the Financial year 2018-19. The remuneration of the said Auditors was approved by the Members at their last Annual General Meeting held on July 27 2018. The Cost Audit Report along with annexure for the Financial Year 2017-18 was 3led within the stipulated time.
M/s Shome & Banerjee Cost Accountants have been re-appointed by the Board of Directors as Cost Auditors of the Company for the Financial Year 2019-20. In terms of section 148 approval of Members is sought at the ensuing Annual General Meeting for appointment and payment of remuneration to the said Auditors.
J. Secretarial Auditors and Secretarial Audit Report
The Board of Directors had re-appointed M/s P. K. Singh & Associates Practising Company Secretaries (Firm Registration No P2002JH045700) having their office at Room no 309 Vikash Bhawan (AIADA) Main Road Adityapur Jamshedpur- 831013 as Secretarial Auditors of the Company for the Financial Year 2018-19. The Secretarial Audit Report for Financial Year 2018-19 is given in Annexure 7.
K. Extract of Annual Return
Extract of Annual Return in Form MGT 9 as required under section 92(3) 134(3)(a) of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 is available as soft copy on the weblink http:// trf.co.in/pdf/investorsfirelations/share-holders-info/FormMgt-09.pdf. Members can view and download the same.
L. Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
M. Legal Orders
There are no significant/material orders of Courts/ Tribunal/Regulation affecting the Company's going concern status. However Members' attention is drawn to the statement on contingent liabilities commitments in the notes forming part of the Financial Statements.
N. Loans Guarantees or Investments
Details of Loans Guarantees and Investments as required under section 186 of the Companies Act 2013 is given in Annexure 8.
O. Environment: (Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo)
Although the operations of the Company at Jamshedpur and its project sites are basically non-polluting in nature adequate precautions are taken to comply with all regulatory requirements in this regard at all locations. In addition to ensuring compliance with the legal norms the Company continues its efforts towards urban beauti3cation and tree plantation. As required under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 the relevant particulars are given in the Annexure 9.
As in the previous year the Company has not accepted/ renewed any fixed deposits during the year.
Q. Other Disclosures
No Director of the Company occupies the position of Managing Director or Whole time Director in any of the subsidiaries of the Company.
Changes affecting the financial position of the Company from the end of the Financial Year up to the date of the report will be reported in Quarter one of Financial Year 2019-20 results.
There has been no change in the nature of business of the Company during the year under review.
At the ensuing Annual General Meeting no new Independent Director is being appointed.
The Company has not given loan to its employees to purchase or subscribe fully paid up shares in the Company in terms of Section 67(3)(c) of the Companies Act 2013 and Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.
The provisions of Section 131(1) of the Companies Act 2013 are not applicable. The average net profits for the immediately preceding three Financial Years are negative.
In view of losses incurred in immediately preceding 3 financial years the provisions of Section 135(5) of the Companies Act 2013 relating to CSR are not applicable.
The Company has not issued shares with differential voting rights sweat equity shares employee stock option.
We thank our shareholders customers vendors investors business associates and bankers for their continued support during the year. We place on record appreciation of the contribution made by all the employees towards improving productivity and in the implementation of various initiatives to reduce internal costs and bring about improvement in operational efficiencies. We also thank our workers' union for their cooperation and support.
On behalf of the Board of Directors
Rajesh Ranjan Jha
DIN : 07715246
Date: April 15 2019