22"? August, 2019 To The Manager Listing BSE Limited P.J. Tower, Dalal Street, Mumbai — 400 023 Scrip Code: 538987 Sub.: Submission of Notice of 33 Annual General Meeting and Annual Report for the Financial Year 2018-19 Dear Sir/Madam Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of notice convening 33Annual General Meeting and annual report for the financial year 2018-19 being dispatched to the shareholders of the Company in the manner prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The AGM of the Company will be held on Monday, 30" September, 2019 at 10:30 a.m. at Moti Mahal, SCO 16P, Huda Market, Sector 16, Faridabad, Haryana — 121 002 The notice and annual report has also been uploaded on the website of the Company www.talbrosaxles.com. You are requested to kindly take the same on your records. Thanking You Yours Sincerely Encl.: a/a TALBROS ENGINEERING LIMITED Corporate and Regd. Office Plot No.: 74-75-76, Sector -06 Sesh eree pe00 AOLINES), Fax :+91-129-4061541 CIN No.L74210HR1986PLC033018 Faridabad - 121006 (Haryana) INDIA wwwa.talbrosaxles.com m GST No. O6AABCTO247L2ZD IATF 16949:2016 System Certified
Transcript
22"? August, 2019
To
The ManagerListing
BSE Limited
P.J. Tower, Dalal Street,
Mumbai — 400 023
Scrip Code: 538987
Sub.: Submission of Notice of 33 Annual General Meeting and Annual Report for the
Financial Year 2018-19
Dear Sir/Madam
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
NOTICE is hereby given that the Thirty Third AnnualGeneral Meeting of the members of Talbros EngineeringLimited will be held as under to transact the followingbusinesses:
1. To receive, consider and adopt the financialstatements of the Company for the year ended 31st
March, 2019 including audited Balance Sheet asat 31st March, 2019, the statement of audited Profit& Loss for the year ended 31st March, 2019, Board’sReport and Auditors’ Report thereon.
2. To declare dividend on the equity shares.
3. To appoint a Director in place of Mr. Vijay KumarSharma (holding DIN : 06394784), who retires byrotation, and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
4. To confirm the appointment of Mr. Sanjay Sharma(holding DIN : 06394774) as an Executive Directorand in this regard to consider and if thought fit, topass, with or without modification(s), the followingresolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions ofsection 149, 152, 196, 197, 203 and all otherapplicable provisions of the Companies Act, 2013read with Companies (Appointment andQualification of Directors) Rules, 2014, Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, read with schedule V tothe Companies Act, 2013, SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, (including any statutorymodification(s) or re-enactment(s) thereof for thetime being in force), recommendations ofNomination and Remuneration Committee andArticles of Association of the Company, Mr. SanjaySharma (DIN : 06394774), who was appointed as
an Additional Director pursuant to the provisionsof Section 161(1) of the Companies Act, 2013 andwho holds office up to the date of this AnnualGeneral Meeting and in respect of whom thecompany has received a notice in writing undersection 160 of the Companies Act, 2013 from amember proposing his candidature for the officeof director, be and is hereby appointed as anExecutive Director of the Company to hold theoffice for 5 (five) consecutive years for a term upto 31st October, 2023, whose period of office shallbe liable to retire by rotation. The aggregateremuneration (With an annual increment upto 20%)to be paid to Mr. Sanjay Sharma is set out hereinbelow:
- Besides above remuneration, children educationallowance, contribution towards provident fund &superannuation fund & annuity fund, bonus,encashment of leave, gratuity, medicalreimbursement and LTA will be paid as per rules ofthe Company and will not be considered as a partof remuneration.
- Reimbursement of Expenses: Expenses incurredfor travelling, boarding and lodging for company’sbusiness shall be reimbursed and not consideredas perquisites.
RESOLVED FURTHER THAT in the absence ofprofit or inadequacy of profit in any financialyear during his tenure, the remuneration as setout above be paid to Mr. Sanjay Sharma(DIN : 06394774) as minimum remuneration,subject to necessary approval(s), as may berequired.
RESOLVED FURTHER THAT the Board ofDirectors of the Company or any committee thereofbe and is hereby authorized to do all such acts,deeds and things as in its absolute discretion itmay think necessary, expedient or desirable tosettle any question or doubt that may arise in
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relation thereto in order to give effect to theforegoing resolution.
RESOLVED FURTHER THAT the Board ofDirectors of the Company or any committee thereofbe and is hereby also authorised to amend, alter,modify or otherwise vary the terms and conditionsof appointment of Mr. Sanjay Sharma (DIN:06394774) as an Executive Director, including thecomponents of the remuneration payable to himsubject to overall limit as approved by themembers.
By order of the BoardFor Talbros Engineering Limited
Sd/-(Ankush Jindal)
Company SecretaryM. No. A26017
Place : FaridabadDate : 5th August, 2019NOTES:
1. The relevant details as required under Regulation36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, of the personseeking re-appointment as Director under Item No.3 and 4 of the Notice is also annexed.
2. A member entitled to attend and vote at theAnnual General Meeting (the “Meeting”) isentitled to appoint a proxy to attend and voteon a poll instead of himself and the proxy neednot be a member of the Company.
The instrument appointing the proxy should,however, be deposited at the registered office, dulycompleted and signed, not less than forty-eighthours before the commencement of the Meeting.
A person can act as a proxy on behalf of membersnot exceeding fifty and holding in the aggregatenot more than ten percent of the total share capitalof the Company carrying voting rights. A memberholding more than ten percent of the total sharecapital of the Company carrying voting rights mayappoint a single person as proxy and such personshall not act as a proxy for any other person orshareholder.
3. Pursuant to the provisions of Section 72 ofCompanies Act, 2013, Shareholders holdingshares in physical mode are requested to file a
Nomination Form in respect of their shareholdings.Any shareholder wishing to avail this facility maysubmit the form to the Company’s Registrar andShare Transfer Agent, Beetal Financial & ComputerServices Private Limited, Beetal House, 3rd Floor,99, Madangir, Behind Local Shopping Centre, NearDada Harsukh Das Mandir, New Delhi–110062, inthe prescribed statutory form SH-13.
4. Corporate Members are requested to send thecertified copy of Board Resolution in favour of theauthorized representative attending the meeting.
5. Members, Proxies and Authorised Representativesare requested to bring their attendance slip alongwith copy of Annual Report to the Meeting.
6. In case of joint holders attending the meeting, onlysuch joint holder who is higher in the order ofnames will be entitled to vote.
7. The explanatory statement pursuant to Section 102of the Companies Act, 2013, which sets out detailsrelating to Special Business at the meeting, is givenbelow.
8. Brief resume of Directors proposed to be appointed/ re-appointed along with such other details asstipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015,as amended, and secretarial standards onGeneral Meetings, are provided as Annexure tothis Notice.
9. Relevant documents referred to in theaccompanying notice and the statement is openfor inspection by the members at the RegisteredOffice of the company on all working days, exceptSaturdays, during business hours up to the dateof the Meeting.
10. The Register of Members and the Share Transferbooks of the Company will remain closed fromTuesday, 24th September, 2019 to Monday, 30th
September, 2019 (both days inclusive) for annualclosing and determining the entitlement of theshareholders to the final dividend for year 2019.
11. Final Dividend of ` 1.50 per share has beenrecommended by the Board of Directors for theyear ended on 31st March, 2019 and subject to theapproval of shareholders at ensuing AnnualGeneral Meeting, is proposed to be paid on andfrom 30th September, 2019.
12. Members holding shares in electronic form are
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requested to intimate immediately any change intheir address or bank mandates to their DepositoryParticipants with whom they are maintaining theirdemat accounts. Members holding shares inphysical form are requested to advise any changein their address or bank mandates immediately tothe Company / Registrar.
13. Members holding shares in physical form arerequested to consider converting their holdings todematerialized form to eliminate all r isksassociated with physical shares and for ease ofportfolio management. Members can contact to theCompany / Registrar for assistance in this regard.
14. Pursuant to the provisions of section 124 of theCompanies Act, 2013, any amount remainingunpaid or unclaimed for a period of seven yearsfrom the due date is required to be transferred tothe Investor Education and Protection Fund (IEPF),constituted by Central Government. No suchamount is pending overdue for transfer to IEPF bythe company.
15. If dividend proposed is declared at Annual GeneralMeeting, the payment of such dividend will bemade to those members of the Company whosename appeared in the Register of Members as onMonday, 23rd September, 2019. The dividend willbe payable within 30 days of the approval in AnnualGeneral Meeting.
16. The Securities and Exchange Board of India (SEBI)has mandated the submission of PermanentAccount Number (PAN) and bank details by everyparticipant in the securities market. Membersholding shares in electronic form are, therefore,requested to submit their PAN to their DepositoryParticipants with whom they are maintaining theirdemat accounts. Members holding shares inphysical form can submit their PAN and bankdetails to the Company / Registrar.
17. Non-Resident Members are requested to informthe company/ Registrar immediately the particularsof their bank account maintained with completename, branch, account type, account number andaddress of the bank with pin code.
18. To prevent fraudulent transactions, members areadvised to exercise due diligence and notify thecompany of any change in address or demise ofany member as soon as possible. Members arealso advised not to leave their demat account(s)
dormant for long. Periodic statement of holdingsshould be obtained from the concerned DepositoryParticipant and holdings should be verified.
19. Electronic copy of the Annual report for financialyear 2018-19 is being sent to all the memberswhose email IDs are registered with the Company/Depository Participant(s) for communicationpurposes unless any member has requested for ahard copy of the same. For members who havenot registered their email address, physical copiesof the Annual Report for 2019 is being sent in thepermitted mode.
20. The route map showing direction to the venue of33rd Annual General Meeting is annexed.
21. Electronic copy of the Notice of the 33rd AnnualGeneral Meeting of the company inter aliaindicating the process and manner of e-votingalong with Attendance Slip and Proxy Form is beingsent to all the members whose email IDs areregistered with the Company/DepositoryParticipant(s) for communication purposes unlessany member has requested for a hard copy of thesame. For members who have not registered theiremail address, physical copies of the Notice of 33rd
Annual General Meeting of the Company inter aliaindicating the process and manner of e-votingalong with the Attendance Slip and Proxy Form isbeing sent in the permitted mode.
22. Members may also note that the Notice of 33rd
Annual General Meeting and the Annual Reportfor 2019 will also be available on the Company’swebsite www.talbrosaxles.com for their download.The physical copies of the aforesaid documentswill also be available at the Company’s Registeredoffice in Faridabad for inspection during normalbusiness hours on working days. Even afterregistering for e-communication, members areentitled to receive such communication in physicalform, upon making a request of the same, by postfree of cost. For any communication, theshareholders may also send requests to theCompany’s investor email id:[email protected].
23. Members who have not registered their e-mailaddresses so far are requested to register theire-mail address for receiving all communicationincluding Annual Report, Notices, Circulars, etc.from the Company electronically.
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24. Annual Report for 2019 is being sent separately inpermitted mode.
25. Voting through electronic means
a. In compliance with provisions of Section 108of the Companies Act, 2013, Rule 20 of theCompanies (Management and Administration)Rules, 2014, as amended from time to time,and Regulation 44 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015 the Company is pleased to providemembers facility to exercise their right to voteat the 33rd Annual General Meeting (AGM) byelectronic means and the business as may betransacted through e-voting services providedby Central Depository Services (India)Limited (CDSL).
Procedures and Instructions for E-Voting are asfollows:
(i) The e-voting period begins on Friday, 27th
September, 2019 from 09:00 a.m. onwards andends on Sunday, 29th September, 2019 at 05:00p.m. During this period shareholders’ of theCompany, holding shares either in physical formor in dematerialized form, as on the cut-off date(record date) of Monday, 23rd September, 2019,may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for votingthereafter.
(ii) Members who have already voted prior to the AGMdate may attend the AGM but shall not be entitledto vote at the AGM.
(iii) Log on to the e-voting websitewww.evotingindia.com.
(iv) Click on Shareholders / Members.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8Digits Client ID,
c. Members holding shares in Physical Formshould enter Folio Number registered with theCompany.
(vi) Next enter the character displayed on the ImageVerification and Click on Login.
(vii) Members holding shares in demat form and hadlogged on to www.evotingindia.com and voted onan earlier voting of any company, then your existingpassword is to be used.
(viii) If you are a first time user follow the steps givenbelow:
For Members holding shares inDemat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PANissued by Income Tax Department
• Members who have not updatedtheir PAN with the Company/Depository Par ticipant arerequested to use the first two lettersof their name in capital lettersfollowed by 8 digits of the sequencenumber in the PAN field. Thesequence number is printed on theAddress Slip on the envelope or e-mail text, as the case may be.
• In case the sequence number is lessthan 8 digits enter the applicablenumber of 0’s before the sequencenumber after the first two charactersof the name in CAPITAL letters. Eg.If your name is Ramesh Kumar withsequence number 1 then enterRA00000001 in the PAN field.
Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format)as recorded in your demat account orin the company records in order tologin• If both the details are not recorded
with the depository or companyplease enter the member id / folionumber in the Dividend Bank detailsfield as mentioned in instruction (v).
(ix) After entering these details appropriately, clickon “SUBMIT” tab.
(x) Members holding shares in physical form willthen directly reach the Company selectionscreen. However, members holding shares indemat form will now reach ‘Password Creation’menu wherein they are required to mandatorilyenter their login password in the new passwordfield. Kindly note that this password is to bealso used by the demat holders for voting forresolutions of any other company on whichthey are eligible to vote, provided thatcompany opts for e-voting through CDSLplatform. It is strongly recommended not to
DividendBankDetailsOR Dateof Birth(DOB)
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TALBROS ENGINEERING LIMITED
share your password with any other personand take utmost care to keep your passwordconfidential.
(xi) For Members holding shares in physical form,the details can be used only for e-voting onthe resolutions contained in this Notice.
(xii) Click on the EVSN relevant of “TALBROSENGINEERING LIMITED”.
(xiii)On the voting page, you will see“RESOLUTION DESCRIPTION” and againstthe same the option “YES/NO” for voting.Select the option YES or NO as desired. Theoption YES implies that you assent to theResolution and option NO implies that youdissent to the Resolution.
(xiv)Click on the “RESOLUTIONS FILE LINK” if youwish to view the entire Resolution details.
(xv) After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirmyour vote, click on “OK”, else to change yourvote, click on “CANCEL” and accordinglymodify your vote.
(xvi)Once you “CONFIRM” your vote on theresolution, you will not be allowed to modifyyour vote.
(xvii)You can also take a print of the voting doneby you by clicking on “Click here to print” optionon the Voting page.
(xviii) If a Demat account holder has forgotten thelogin password then Enter the User ID andthe image verification code and click on ForgotPassword & enter the details as prompted bythe system.
(xix)Members can also cast their vote usingCDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting appcan be downloaded from Google PlayStore. Apple and Windows phone users candownload the app from the App Store andthe Windows Phone Store respectively.Please follow the instructions as promptedby the mobile app while voting on yourmobile.
(xx) Note for Non – Individual Shareholders andCustodians
• Non-Individual shareholders (i.e. other
than Individuals, HUF, NRI etc.) andCustodian are required to log on towww.evotingindia.com and registerthemselves as Corporates.
• A scanned copy of the Registration Formbearing the stamp and sign of the entityshould be emailed [email protected].
• After receiving the login details acompliance user should be created usingthe admin login and password. TheCompliance user would be able to link theaccount(s) for which they wish to vote on.
• The list of accounts linked in the loginshould be mailed [email protected] and onapproval of the accounts they would beable to cast their vote.
• A scanned copy of the Board Resolutionand Power of Attorney (POA) which theyhave issued in favour of the Custodian, ifany, should be uploaded in PDF formatin the system for the scrutinizer to verifythe same.
(xxi)Any person who acquires shares of theCompany and become Member of theCompany after dispatch of the Notice andholding shares as on the cut-off date mayfollow the same instructions as mentionedabove for e-voting.
(xxii) In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com, under help section.The contact details of official responsible toaddress grievances connected with remotee-voting are Shri Rakesh Dalvi, Manager,Central Depository Services (India) Limited,A Wing, 25th Floor, Marathon Futurex,Mafatlal Mill Compound, N M Joshi Marg,Lower Parel (E),Mumbai – 400013.; Phone No.1800225533 or write an email [email protected].
26. The Board of Directors has appointed Mr. AnujGupta, proprietor of M/s Anuj Gupta & Associates,Practicing Company Secretary as Scrutinizer toscrutinize the e-voting process in a fair andtransparent manner.
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27. The scrutinizer shall within a period of notexceeding three (3) working days from theconclusion of the General Meeting unblock thevotes in the presence of atleast two (2) witnessesnot in the employment of the company and makea Scrutinizers Report of the votes cast in favour oragainst, if any, forthwith to the Company Secretaryof the Company.
28. The results shall be declared on or after the AGMof the Company. The Results declared alongwiththe Scrutinizer’s Report shall be placed on theCompany’s website www.talbrosaxles.com withinthree (3) days of passing of the resolutions at theAGM of the company and communicated to theStock Exchange.
29. In case of Members who are entitled to vote buthave not exercised their right to vote by electronicmeans, upon poll being demanded, in the largerinterest of the Members, the Chairman of theCompany may order a poll on his own motion oron demand at the Meeting in terms of Section 109of the Companies Act, 2013 for all businessesspecified in the accompanying Notice. Forabundant clarity, in the event of poll, please notethat the Members who have exercised their rightto vote by electronic means shall not be entitled tovote by way of poll at the Meeting. The voting rightsof the Members shall be in proportion to theirshares of the paid-up equity share capital of theCompany. The poll process shall be conducted andscrutinized and report thereon will be prepared inaccordance with Section 109 of the CompaniesAct, 2013 read with the Companies (Managementand Administration) Rules, 2014.
30. Members are further informed that as a part ofGreen initiative taken by Ministry of CorporateAffairs, the Company is sending this Annual Reportand would send all the future Notices andCommunications to the e-mail addresses of theshareholders, whose e-mail are registered with thecompany or either with the Depository. However,the shareholders whose e-mail ids are notregistered with the company or either with thedepository would continue to receive the same inphysical form. Any shareholder desirous ofreceiving physical copy of any document can applyfor the same to the company. The shareholderswhose e-mail id’s are not registered with thecompany, are requested to register the same sothat they would be able to receive the information
in quick time and also it would be useful to theenvironment.
31. Members holding shares in physical form may availnomination facility by giving the particulars of theirnomination in the prescribed form to the Registrarand Share Transfer Agent.
32. Members who hold shares in physical form inmultiple folios in identical names or joint holdingin the same order of names are requested to sendthe share certificates to Beetal (Registrar), forconsolidation into single folio.
33. Members who have not yet encashed their dividendwarrants for the year 2011-12 onwards are advisedto forward such warrants to Beetal Financial andComputer Services Pvt. Ltd. (RTA) of the companyfor revalidation.
34. Members seeking any information on the accountsare requested to write to the Company at least tendays in advance so as to enable the Managementto keep the information ready, in reply to the sameat the Annual General Meeting.
35. Members are requested to:
a. Bring their copy of Annual Report andattendance slip at the venue of the meeting.
b. Quote their Folio/DP & client ID NO. in allcorrespondences with the Company/R & TAgent.
c. Note that shareholders present in person orthrough registered proxy shall only beentertained.
d. The attendance slips/proxy form should besigned as per the specimens signaturesregistered with the R& T Agent/DepositoryParticipant (DP). Please carry photo ID cardfor identification/verification purposes.
36. Pursuant to the prohibition imposed videSecretarial Standard on General Meetings (SS-2)issued by the Institute of Company Secretaries ofIndia (ICSI) and the circular issued by MCA, nogifts/coupons shall be distributed at the Meeting.
EXPLANATORY STATEMENT TO BE ANNEXED TOTHE NOTICE PURSUANT TO SECTION 102 OFCOMPANIES ACT, 2013
Item No. 4
Mr. Sanjay Sharma (holding DIN : 06394774), aged 51years has been appointed as an Additional Director of
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the Company w.e.f. 01st November, 2018 pursuant tothe provisions of Section 161 of Companies Act, 2013,who holds the office of Director upto the date of ensuingAnnual General Meeting. Mr. Sharma is a Post GraduateDiploma Holder in Mechanical Engineering and holdsa rich and vast experience of approx. 25 years in thefield of production and general administration.
Keeping in view his knowledge of various aspectsrelating to the company’s affairs and vast experience,the Board of Directors considered that for the smoothand efficient running of the business, the services ofMr. Sanjay Sharma should be available to the Companyfor a further period of five years.
It is proposed to seek members’ approval for theappointment and remuneration payable to Mr. SanjaySharma as Whole time Director designated asExecutive Director of the Company, in terms of theapplicable provisions of the Act as recommended bythe Nomination and Remuneration Committee andapproved by the Board of Directors.
The Whole time Director will perform his duties as suchwith regard to all work of the Company and will manageand attend to such business and carry out the ordersand direction given by the Board from time to time in allrespects and confirm to and comply with all suchdirections and regulations as may from time to time begiven and made by the Board and functions of the Wholetime Director will be under the overall authority of ChiefOperating Officer. The Whole time Director shall act inaccordance with the Articles of Association of theCompany and shall abide by the provisions as containedin section 166 of the Companies Act, 2013 with regardto the duties of Directors.
Mr. Sanjay Sharma satisfies all the conditions as setout in Part I of Schedule V and conditions as set out insub section (3) of Section 196 of the Act, being eligiblefor his appointment. He is not disqualified from beingappointed as Director in terms of Section 164 of theAct.
The above may be treated as a written memorandumsetting out the terms of appointment of Mr. Sharmaunder section 190 of the Act.
None of the Directors/ Key Managerial Personnel of theCompany except Mr. Sanjay Sharma is concerned orinterested, financially or otherwise, in theaforementioned resolution.
The Board commends the special resolution set out inItem No. 4 of the Notice for approval by the members.
Nature of concern or interest and other particulars
1. No Director, Key Managerial Personnel and theirrelatives are concerned or interested in ResolutionNo. 4 proposing his confirmation as ExecutiveDirector for a term of five (5) consecutive years.
2. None of the Directors and Key ManagerialPersonnel of the Company holds more than 2% ofthe shareholding in the Company.
3. None of the Directors of the Company are directorsof any other Public Limited Company.
4. The Nomination and Remuneration committee andthe Board of Directors have approved andrecommended to shareholders confirmation of Mr.Sanjay Sharma as an Executive Director of theCompany for a period of 5 (Five) consecutiveyears.
Information as per the provisions of Section II ofPart II of Schedule V is as follows:
I. General Information:
a. Nature of the Industry: Company is engagedin the business of manufacturing of motorvehicle parts (Rear Axle Shafts).
b. Year of commencement of CommercialProduction: 1994
c. Financial Performance: Performance of theCompany in details has been mentioned inBoard’s Report
d. Foreign Investments or Collaborations: NIL
II. Information about the appointee:
a. Background Details: Mr. Sanjay Sharma aged51 years has done his post graduate diplomain Mechanical Engineering and he had approx.25 years of experience in handing operationsand management.
b. Past Remuneration: Mr. Sanjay Sharma hasjoined the Company as an AdditionalExecutive Director w.e.f. 01.11.2018. Prior tojoining, Mr. Sharma was working with MicronsIndia as CEO. Prior to that, Mr. Sharma wasExecutive Director of the Company.
c. Recognition or Awards: NIL
d. Job Profile and his suitability: Mr. SanjaySharma has a wide experience of Twenty Fiveyears. He has served the position of ExecutiveDirector of the Company in past and he is well
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versed with the working operations of theCompany.
e. Remuneration Proposed: The consolidatedmonthly remuneration proposed to be paid toMr. Sharma is Rs. 1,01,132/-
f. Comparative remuneration profile with respectto industry, size of the company, profile of theposition and person: The exact latest data ofthe comparative remuneration profile ofExecutive Director of Auto Mobile Industry isnot available. However, the remuneration andprofile of Executive Director of Industry withcomparable status are generally receivingremuneration in the above scale only.
g. Pecuniary relationship directly or indirectlywith the Company: Mr. Sanjay Sharma doesnot have any pecuniary relationship with theCompany and its managerial persons.
h. Directorship with other entities: NIL
III. Other Information:
(1) Reasons for loss or inadequate profits: NotApplicable
(2) Steps taken or proposed to be taken forimprovement: The Company is continuouslystriving towards better growth in future.
(3) Expected increase in productivity and profitsin measurable terms: The Company hasadopted various measures to increase itsproductivity and profitability which includesinstallation of better and upgraded technologywhich will substantially increase theproduction of the Company.
By order of the BoardFor Talbros Engineering Limited
Sd/-(Ankush Jindal)
Place: Faridabad Company SecretaryDate : 05/08/2019 M. No. A26017
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The statement of disclosures pursuant to Secretarial Standard – 2 on general Meeting and Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is as under:
S. Particulars DescriptionNo.
1 Name of Director Mr. Vijay Kumar Sharma Mr. Sanjay Sharma(DIN: 06394784) (DIN: 06394774)
2 Nature of Appointment Director retires by rotation Confirmation of appointmentand being eligible, seeks as Executive Directorre-appointment
3 Reference of Resolution Number in Notice 3 4
4 Father’s Name Mr. Mangatram Sharma Mr. Sudershan Kumar Sharma
5 Relationship with other Directors NIL NIL
6 Date of Birth 15/07/1962 04/01/1968
7 Brief Resume of Directors Executive Director of the Executive Director of theCompany Company
8 Qualifications Diploma in Mechanical Post Graduate DiplomaEngineering in Mechanical Engineering
9 Expertise Management and Operations Management and Operations
10 Date of last appointment 01.10.2015 01.11.2018(as an Additional Director)
11 List of outside Directorships Held NIL NIL(Public Limited Co.)
12 Member of the Committees in other NIL NILCompanies in India
13 Shareholding in the Company NIL NIL
14 Number of Meetings of the Board attended Please refer Corporate Please refer CorporateGovernance Report Governance Report
15 Details of remuneration last drawn Please refer Corporate Please refer CorporateGovernance Report Governance Report
PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
33rd Annual General Meeting – September 30, 2019
Name of the member(s)
Registered Address
E-mail Id
Folio No./Client ID DP ID
I/We, being the member(s) of...............................................................................................shares of the above named company, hereby appoint
1. Name : ......................................................................................................................Email : ..........................................................................
as my/our proxy to attend and vote (on a poll) for me/us on my/our behalf, at the 33rd ANNUAL GENERAL MEETING of the Company to be held onMonday, the 30th September, 2019 at Moti Mahal, SCO 16P, Huda Market, Sector 16, Faridabad, Haryana – 121 002 and at any adjournmentthereof in respect of such resolutions as are indicated below:
Resolution No. Resolutions Optional*
Ordinary Business For Against
1 Adoption of Balance Sheet, Statement of Profit and Loss and the Reports of theBoard of Directors and Auditors thereon for the financial year ended on March 31,2019
2 Declaration of Dividend on Equity Shares
3 Appoint a director in place of Mr. Vijay Kumar Sharma, who retires by rotation andbeing eligible offers himself for re-appointment
Special Business
4 Confirmation of appointment of Mr. Sanjay Sharma as an Executive Director of theCompany
Signed this ....................................day of...................2019.
Signed of the member : .................................................. ..............................................................Signature of the Proxy Holder(s) :
NOTE:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48
hours before the commencement of the Meeting.2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 33rd Annual General Meeting.3. * It is optional to put a ‘X’ in the appropriate column against the Resolution indicated in the Box. If you leave the ‘For’ and ‘Against’ column
blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he / she think appropriate.4. Please complete all details including detail of member(s) in above box before submission.
Distance from Faridabad Railway Station: 5.4 Kms. (Including distance of U turn from Neelam Flyover)
Distance from Neelam Chowk Metro Station: 2.4 Kms
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TALBROS ENGINEERING LIMITED
DIRECTORS’ REPORTTo The Members,The Directors have pleasure in presenting 33rd AnnualReport on the business and operations of the Companyalongwith the audited Balance Sheet and Statement ofProfit & Loss for the year ended on 31st March 2019.
FINANCIAL RESULTS: (`̀̀̀̀ in Lacs)
Particulars Year Ended Year Ended31st March, 2019 31st March, 2018
Revenue from Operations- Sale of Products 25,797 20,469
- Other Operating revenues 1,128 363
Total Revenue from Operations 26,925 20,832
Other Income 146 63
Total Income 27,071 20,896
Profit before Interest, Depreciation & Tax 2,540 2,137
Less: Interest 682 340Depreciation 652 491
Exceptional Items 77 NIL
Profit Before Tax and After Exceptional Items 1,129 1,306
Less: Previous Year adjustments 19 4Provision for current year income-tax 290 350Provision for Deferred Tax 100 56
Net Profit after tax 720 896
Net profit after tax and adjustments 720 896
Other Comprehensive Income
- Items that will not be classified to 11 12profit or loss
- Items that will classified to profit or loss NIL NIL
Total Income 731 908
EPS (Basic) 14.41 17.88
EPS (Diluted) 14.41 17.88
REVIEW OF OPERATIONS:
The Company has achieved net revenue from operationsof ̀ 26,925 Lakhs in this financial year ended on 31st March,2019 at a growth of around 29.25% as against ` 20,832Lakhs for the previous financial year. The net profit aftertax for this year is ̀ 720 Lakhs as compared to ̀ 896 Lakhsfor the previous financial year.
Reserves & Surplus as on 31st March, 2019 stand at ̀ 5,245Lakhs as against the paid-up capital of ` 508 Lakhs.
DIVIDEND:
Your Directors recommend a dividend of ` 1.5/- per share(15%) for the financial year 2018-19. This dividend payout,if approved in the forthcoming Annual General Meeting,will result in outflow of ` 76 Lacs excluding DividendDistribution Tax.
The register of Members and Share Transfer Books willremain closed on Monday, 23rd September, 2019 for thepurpose of payment of final dividend for the financial yearended March 31, 2019 and the AGM. The AGM isscheduled to be held on Monday, 30th September, 2019
TRANSFER TO GENERAL RESERVE:
Your Directors do not propose transfer to the generalreserves and it is proposed to be retained in the profit andloss account.
SHARE CAPITAL
There is no change in Authorised, Subscribed, Issued andpaid up capital of the Company during the year underreview.
TRANSFER TO THE INVESTOR EDUCATION ANDPROTECTION FUND:
Pursuant to the applicable provisions of the CompaniesAct, 2013 read with IEPF Authority (Accounting, Audit,Transfer and Refund) Rules, 2016, all unpaid andunclaimed dividends are required to be transferred by theCompany to IEPF established by the Government of India,after completion of seven years. Further, according to theRules , the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive yearsor more shall also be transferred to demat account of theIEPF Authority. Accordingly, the Company has transferredthe unclaimed and unpaid dividends of ` 1,15,545/-pertaining to unclaimed and unpaid dividend for thefinancial year 2010-11. Further, 34,207 correspondingshares were transferred as per the requirements of IEPFRules. The details are provided on our websitewww.talbrosaxles.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BYAUDITORS UNDER SUB-SECTION (12) OF SECTION143 “OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT”
No matters of actual or alleged fraud has been reportedby the auditors under sub-section 12 of Section 143 ofCompanies Act, 2013.
LISTING FEES
The annual listing fees for the year under review have beenpaid to BSE Limited where your Company’s shares arelisted.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a proper Internal Control Systemcommensurate with the size, scale and complexity of itsoperations. The Company has appointed M/s Harshit
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TALBROS ENGINEERING LIMITED
Bansal & Associates, Chartered Accountants as InternalAuditors of the Company for financial year 2018-19. Tomaintain the objectivity and independence, the InternalAudit team reports to the Chairman of the Audit Committeeof the Board and to the President/COO.
The Internal Audit team monitors and evaluates the efficacyand adequacy of internal control system in the company,accounting procedures and policies. Based on the internalaudit report, the Company undertake corrective action intheir respective areas and thereby strengthen the control.
MARKETING AND EXPORT:
The export sales have registered a growth to ̀ 5,207 Lakhsin financial year 2018-19 as against ` 4,212 Lakhs inprevious year. Thus, showing an increase of 23.62% ascompared to previous fiscal year.
RATING:
Your Company has been assigned a rating of A- (Stable)for Long Term Bank Facilities (Term Loans) of ` 19.61Crores and rating of A2+ for Short Term Bank Facilities(Fund Based Limits) availed from DBS Bank Limited, YesBank Limited, HDFC Bank Limited, The Hongkong andShanghai Banking Corp. Ltd. The rating is assigned byCARE Ratings Limited.
SUBSIDIARIES:
The Company is not having any subsidiary company.
DIRECTORS:
The Board of Directors consists of executive and non-executive directors including independent directors whohave wide and varied experience in different disciplines ofcorporate functioning.
During the year, Mr. Sanjay Sharma has been appointedas an Additional Executive Director w.e.f. 01st November,2018 pursuant to the provisions of section 161 of theCompanies Act, 2013, who shall hold the office of Directorupto the Ensuing General Meeting. However, theNomination and Remuneration Committee hasrecommended for confirmation of his appointment inensuing General Meeting. Mr. Vijay Kumar Sharma,Executive Director is liable to retire by rotation and beingeligible offers himself for re-appointment. Your Directorsrecommend for his re-appointment.
Pursuant to section 203 of the Companies Act, 2013, theKey Managerial Personnel of the Company during the yearare Mr. Vijay Kumar Sharma, Executive Director, Mr. SanjaySharma, Executive Director, Mr. Kanwar Pal Pawar, ChiefFinancial Officer and Mr. Ankush Jindal, Company Secretary.
COMPOSITION OF COMMITTEES
The Composition of all Committees formed by the Boardis provided in Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS
The Company as required under Schedule IV of theCompanies Act, 2013 and Listing Regulations has madearrangements to facilitate the Independent Directors tofamiliarize with the operations of the Company, their roles,rights, responsibilities as Directors of the Companyconsidering the nature of the Industry in which theCompany operates, business model of the Company, etc.The above aspect can be accessed on websitewww.talbrosaxles.com. During the year 2018-19, Mr. SunilKumar and Ms. Priyanka Khattar have been re-appointedas an Independent Non-Executive Directors of theCompany for a consecutive term of 5 (Five) years effectivefrom 1st April, 2019.
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) under the historicalcost convention on accrual basis. The Ind AS areprescribed under section 133 of Companies Act, 2013,read with Rule 3 of the Companies (Indian AccountingStandards) Rules, 2015 and Companies (IndianAccounting Standards) Amendment Rules, 2016 effectivefrom April, 2016, the Company has adopted all the Ind ASstandards and the adoption was carried out in accordancewith applicable transition guidance.
The directors confirm that:
(i) In preparation of the annual accounts, the applicableaccounting standards have been followed along withthe proper explanation relating to material departures;
(ii) They have selected such accounting policies andapplied them consistently and made judgments andestimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of thecompany at the end of the financial year and of theprofit of the company for that period;
(iii) They have taken proper and sufficient care for themaintenance of adequate accounting records forsafeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a goingconcern basis;
(v) They have laid down internal financial controls to befollowed by the company and that such internalfinancial controls are adequate and were operatingeffectively; and
(vi) They have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
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TALBROS ENGINEERING LIMITED
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosureto the Board that they fulfill all the requirements as to qualifyfor their appointment as an Independent Director underthe provisions of section 149(6) of the Companies Act,2013 and under regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year underreview, the details of which are given in the CorporateGovernance Report that forms part of this Annual Report.The intervening gap between any two meetings was withinthe period prescribed under the Companies Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 andRegulation 25(3) of SEBI (Listing Obligations & DisclosureRequirements), Regulations, 2015, and as per GuidanceNotice issued by SEBI, the Board has carried out annualperformance evaluation for Financial Year 2018-19.
Independent Directors at their meeting without theparticipation of the Non-Independent Directors andManagement, considered / evaluated the Boards’performance, assessed the quality, quantity and timelinessof flow of information between the Company Managementand the Board that is necessary for the Board to effectivelyand reasonably perform their duties.
The Board subsequently evaluated its own performance,the working of its committees (Audit, Nomination andRemuneration Committee, Stakeholders RelationshipCommittee and Corporate Social Responsibil i tyCommittee) and Independent Directors (withoutparticipation of the relevant Director).
The criteria for performance evaluation have been detailedin the Corporate Governance Report attached to this report.
REGISTERED OFFICE
The Registered Office address of the Company is PlotNo. 74-75-76, Sector 6, Faridabad, Haryana – 121 006.
POLICY OF DIRECTORS’ APPOINTMENT ANDREMUNERATION:
The Company’s policy on director’s appointment andremuneration and other matters pursuant to section 178(3)of the Companies Act, 2013 has been disclosed inCorporate Governance Report, which forms part of thisreport.
CODE OF CONDUCT:
The Board of Directors has approved a code of conduct
applicable to the members of the Board, principal executiveofficers, principal financial officers, principal accountingofficers or controllers and all senior management of theCompany. The code has been titled as “Code of Ethics forDesignated Persons”. The same has been posted on thewebsite of the Company www.talbrosaxles.com.
The code lays down as standard procedure for efficientworking of designated employees and to build atransparency between the management and stakeholdersof the Company, compliance with governmental laws, rulesand regulations.
The Designated employees have confirmed the compliancewith the code of conduct.
AUDIT COMMITTEE:
The Audit Committee consists of 3 (Three) Directors withIndependent Director as chairman. During the year 4 (Four)meetings of the committee were held. The responsibilityand duties of Audit Committee have been detailed in theCorporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee consists of3 (three) Non Executive Directors. During the year 2 (Two)meetings have been held. The key areas of Committeehave been detailed in Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS:
The Company has not given any loan or guaranteescovered under the provisions of section 186 of CompaniesAct, 2013. The detail of investments made by the Companyis given in the notes to the financial statements.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no changein the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There has been no material changes and commitments,which affect the financial position of the Company whichhave occurred between the end of the financial year towhich the financial statements relate and the date of thisreport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYREGULATORS OR COURTS
There are no significant or material orders passed by theRegulators / Cour ts which would impact the futureoperations / going concern status of the Company.
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TALBROS ENGINEERING LIMITED
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into duringthe financial year were on arm’s length basis and were inthe ordinary course of business. There are no materiallysignificant related party transactions made by the companywith promoters, Directors, Key Managerial Personnel orother designated persons which may have a potentialconflict with the interest of the Company at large.Information on transaction with related parties pursuant tosection 134(3)(h) of Companies Act, 2013 read with rule8(2) of Companies (Accounts) Rules, 2014 are given inform AOC-2 and the same forms part of this report. Policyon dealing with related party transactions is available onthe Company’s website at www.talbrosaxles.com.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The policy on Vigil Mechanism/Whistle Blower is hostedon the website of the Company.
The policy inter alia provided direct access to the ViceChairman and CFO of the Company. The Vice Chairmanand CFO can approach and discuss the matter withChairman or Audit Committee as they deem fit.
Your Company affirms that no complaints have beenreceived during the year under review.
STATUTORY AUDITORS:
M/s DSRV and Co. LLP, Chartered Accountants (Firmregistration number 006993N) was appointed as StatutoryAuditors of the Company to hold the office from theconclusion of 31st Annual General Meeting held on 28th
September, 2017, till the conclusion of 36th Annual GeneralMeeting to be held in year 2022, subject to the ratificationby shareholders at every Annual General Meeting or asmay be necessitated by the Act from time to time. TheMinistry of Corporate Affairs vide their notification dated7th May, 2018 has dispensed the requirement of ratificationof Statutory Auditors and each Annual General Meeting.
The Statutory Auditors Report for Financial Year 2018-19on the financial statement of the Company forms part ofthis Annual Repor t. There are no qualif ications,reservations or adverse remarks made by the StatutoryAuditors in their audit report on the financial statementsfor the year ended on 31st March, 2019. The observationsof the Statutory Auditors are self-explanatory and thereforeDirectors don’t have any further comments on the same.
SECRETARIAL AUDIT REPORT AND THEAPPOINTMENT OF THE SECRETARIAL AUDITOR:
The Company has appointed M/s Anuj Gupta & Associates,Company Secretaries to hold the office of SecretarialAuditors and to conduct the Secretarial Audit pursuant tosection 204 of Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The Secretarial Audit Report for the financialyear ended on 31st March, 2019 is being attached with theDirector’s Report as Annexure – B which is self explanatoryand needs no comments.
Pursuant to recent amendments in Listing Regulations readwith SEBI circular NO. LIST/COMP/14/2018 dated June20, 2018, a certificate from M/s Anuj Gupta & Associates,Company Secretary in Practice that none of the Directorson the Board of the Company have been debarred ordisqualified from being appointed or continuing as directorsof Companies by the SEBI/Ministry of Corporate Affairs orany such statutory authority is annexed to CorporateGovernance Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complied with all applicable SecretarialStandards.
COST AUDITOR’S AND THEIR REPORT:
Cost Audit is not applicable on the product beingmanufactured by the Company.
INSURANCE AND RISK MANAGEMENT:
The assets of the Company are adequately insured againstthe loss of fire, burglary and other risks which areconsidered necessary by the management and suggestedby the bankers of the Company.
PREVENTION OF INSIDER TRADING:
The Company has formulated and adopted code forprevention of insider trading. The same has also beenpublished on the website of the Company.
The code inter alia contains the formalities / pre clearancerequired for dealing in company’s shares and prohibits thesale or purchase by the Directors and designatedemployees while in possession of the unpublished pricesensitive information and during the closure of tradingwindow. The Board is responsible for implementation ofthe code.
All the directors and designated employees have confirmedcompliance with the code.
DEPOSITS:
The Company has not accepted any deposits underChapter V of the Companies Act, 2013 during the year.
CORPORATE GOVERNANCE:
Your Company is committed to good CorporateGovernance Practices and following to the guidelinesprescribed by the SEBI and Stock Exchanges from time totime. The Company has implemented all of its majorstipulations as applicable to the Company. The StatutoryAuditor’s Certificate dated 5th August, 2019 in accordance
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TALBROS ENGINEERING LIMITED
with SEBI (Listing Regulations), 2015 and report onCorporate Governance is annexed to and forming part ofthe Director’s Report.
Mr. Tarun Talwar, Chief Operating Officer and Mr. KanwarPal Pawar, Chief Financial Officer, have given a certificateto the Board as contemplated in Regulation 17(8) andSchedule V of SEBI (Listing Regulations), 2015.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is committed to discharging its socialresponsibility as a good corporate citizen. As part of itssocial responsibility, the Company has contributed tovarious NGOs for promoting good education, contributionfor softwares and hardwares required for providing goodknowledge and education to the childrens.
Further, the Company has also contributed to certainNGOs namely Savera Association engaged in promotionof health in rural areas where people lack the right guidancefor regular health check-ups & proper treatment. Thecompany has contributed towards medicines in their clinicsand running costs of their mobile health clinics and LilyFoundation engaged in prevention of human trafficking inIndia.
The Company has also contributed to NGO namely People
for animals trust to provide better care to the animals andproviding shelter to them and HMP Gramya Vikas andKalyan Foundation who are indulged in providing regularhealth check up camps in slum and rural areas. Further,the company has paid school fees and amount for booksfor under privileged students and contributed water coolersto schools for providing safe drinking water to students.
The Board provided a brief outline of the Company’s CSRPolicy including the statement of intent reflecting the ethosof the Company, broad areas of CSR interest and anoverview of activities proposed to be undertaken. The CSRpolicy has been hosted on the website of the Company.
The present Composition of the CSR committee is:
1. Mr. Vijay Kumar Sharma, Executive Director
2. Mr. Kuldeep Singh Bhalla, Independent Director
3. Mr. Sunil Kumar, Independent Director
The average net profit of the company for last three (3)financial years is ` 9.47 Crores (approx). The thresholdlimit (2%) and total proposed spending on CSR for thefinancial year 2018-19 is ` 22.30 Lacs (approx) (inclusiveof unspent amount for year 2017-18).
The total amount spent by the Company in year 2018-19is ` 22.35 Lakhs (Approx.).
The details of CSR activities / projects undertaken during the financial year under review are as follows:
S. CSR Project/activity Sector in Projects/ Amount Amount Cumulative AmountNo. identified which the Programs outlay spent on expenditure Spent:
project is Local (budget) the project/ upto the Direct orcovered area/others project or Program ( `̀̀̀̀ date of through
programs In Lakhs) reporting implementingwise ( `̀̀̀̀ period ( `̀̀̀̀ agency (`̀̀̀̀in Lakhs) in Lakhs) in Lakhs)
* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital Society, Savera Association, Lily Foundation,Gene Campaign, Sh. Gobind Ram Arya Sen. Sec. School, Fuel A Dream, Shri Madhav Jan Sewa Nayas, Gow RakshaSadan, Chetna Welfare Society, Chhatravas Chandra Arya Vidya Mandir, People or Animals Trust, Saint HardayalEducation and Orphans Welfare Society and HMP Gramya Vikas and Kalyan Foundation.
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TALBROS ENGINEERING LIMITED
The CSR Committee of the Company confirms that theimplementation and monitoring of CSR policy is incompliance with CSR objectives and policy of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required underSchedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015 is annexed and formingpart of the Directors’ Report.
CONSERVATION OF ENERGY, RESEARCH ANDDEVELOPMENT, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:
The particulars prescribed under section 134(3)(m) of
Companies Act, 2013 read with rule 8 of Companies(Accounts) Rules, 2014, are enclosed as Annexure – Ato the Board’s Report.
INFORMATION PURSUANT TO SECTION 197(12) READWITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014:
Pursuant to the provisions of Section 197(12) ofCompanies Act, 2013 and rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, the disclosures and details as required to beannexed to the Board’s Report are provided hereunder:
(a) Ratio of remuneration of each director to the median remuneration of employees of the Company
(Amount in `̀̀̀̀ Lacs)
Name of the Director Designation Remuneration Ratio to median paid remuneration
Mr. Sanjay Sharma Executive Director 4.86 2.98(From 01.11.2018)
Mr. Vijay Kumar Sharma Executive Director 11.60 7.10
Mr. Kuldeep Singh Bhalla Independent Director 0.05 Only Sitting fees paid
Mr. Sunil Kumar Independent Director 0.05 Only sitting fees paid
Ms. Priyanka Khattar Independent Director 0.05 Only sitting fees paid
(b) Percentage increase in remuneration of Directors and KMPs(Amount in `̀̀̀̀ Lacs)
Name of the Director/KMP Designation Remuneration Remuneration % changefor the year for the year during
ended 2018-19 ended 2017-18 the year
Mr. Sanjay Sharma* Executive Director 4.86 6.40 NA
Mr. Vijay Kumar Sharma Executive Director 11.60 10.54 10.06
Mr. Sunil Kumar Independent Director 0.05 0.05 0.00
Ms. Priyanka Khattar Independent Director 0.05 0.05 0.00
Mr. Kuldeep Singh Bhalla Independent Director 0.05 0.05 0.00
Mr. Ankush Jindal Company Secretary 7.07 6.56 7.77
Mr. Kanwar Pal Pawar CFO 3.92 3.81 2.89
* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14th November, 2017. Further, he hasre-joined the Company w.e.f. 01st November, 2018.
(c) The median remuneration of the employees hasincreased by 6.66% in 2018-19 as compared to2017-18.
(d) Number of permanent employees on the rolls of theCompany.
Financial Year No. of Employees
2017-18 262
2018-19 241
(e) We affirm that the remuneration paid to Directors, KeyManagerial Personnel’s and employees is as per theremuneration policy of the Company.
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TALBROS ENGINEERING LIMITED
(f) The details pursuant to the provisions of Section197(12) and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Remuneration)Rules, 2014, as amended from time to time pertainingto top ten employees in terms of remuneration drawnand employees drawing remuneration of more thanOne Crore and Two Lakhs Rupees during the yearwill be available for inspection at the Registered Officeof the Company during the working hours as and whenrequested by any shareholder in terms of section 136of Companies Act, 2013.
CORPORATE GOVERNANCE CERTIFICATE:
The Compliance Certificate from the auditors regardingcompliance of conditions of corporate governance asstipulated in SEBI (Listing Regulations), 2015 has beenannexed to this report.
EXTRACTS OF THE ANNUAL RETURN:
The Extracts of the Annual Return for the year 2018-19being attached with the Directors Report as Annexure–C
OBLIGATION OF COMPANY UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
In order to prevent sexual harassment of women at workplace a new act, The Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under thesaid Act every company is required to set up an InternalComplaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
The Company has adopted a policy and constituted acommittee for prevention of Sexual Harassment of Womenat workplace. During the year Company has not receivedany complaint of harassment.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciationfor the overwhelming co-operating and assistance receivedfrom the investors, customers, business associates,bankers, vendors, as well as regulatory and governmentalauthorities. Your Directors also thank the employees at alllevels, who, through their dedication, co-operation, supportand smart work, have enabled the Company to achieverapid growth.
Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm length transaction under thirdproviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts/arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable
(f) Date(s) of approval by the Board: Not Applicable
(g) Amount paid as advances, if any: Not Applicable
(h) Date on which the special resolution was passed in General Meeting as required under first proviso to section188: Not Applicable
2. Details of contracts or arrangements or transactions at arm’s length basis:
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts/arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Date(s) of approval by the Board: Not Applicable
(f) Amount paid as advances, if any: Not Applicable
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TALBROS ENGINEERING LIMITED
(A) Conservation of Energy:
The Company has created high degree of awarenesson conservation and saving of energy among theworkers, employees including top management of theCompany. The initiatives taken by the company areas under:
- The Company has installed roof top solar panelsin IMT plant.
- Replacing lights with Installation of LED lights inall plants of the Company.
- Replacement of coils in upsetters resulting incycle time reduction.
- Use of PNG instead of diesel for furnaces whichresults in 20% cost efficiency.
- Monitoring and correction of power factor.
- Set up of new upgraded machineries have beenadopted with inverter drives which consequentlywill lead to less electricity consumption.
- Installation of solid state machines for Inductionhardening which will result in less consumptionof power.
- Installation of sky shades which will help inreducing energy consumption during day time.
(B) Technology absorption:
- The Company has installed robotics in IMT toreduce manpower and promote efficient and timesaving operations.
- The company has installed upgradedmachineries which includes CNCs, VMCs, CNCgrinder, Induction Hardening in various plantswhich results in production growth.
- Air Gages have been installed for self inspectionat stations.
- Gravity shoots have been installed andconsequently manpower has been reduced.
- The company has not incurred any expenditureon Research & Development activities during theyear under review.
(C) Foreign Exchange Earning and Outgo:
S. Particulars Amount (In `̀̀̀̀)No. Lakhs
Expenditure1 Commission on Export Sales 12.60
2 Foreign Travelling 14.37
3 Repair & Maintenance 0.38(Plant & Machinery)
4 CIF Value of Imports (Machinery) 79.42
5 Dividend paid for the FY 2018-19 0.01
Total 106.78
Earnings1 Value of Exports on FOB Basis 5,128.00
Total 5,128.00
Annexure - ACONVERSATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
I have conducted the secretarial audit of the complianceof applicable statutory provisions and the adherence togood corporate practices by Talbros Engineering Limited,CIN: L74210HR1986PLC033018 (hereinafter called “theCompany”). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressingmy opinion thereon.
Based on my verification of the Company’s books, papers,minute books, forms and returns filed and other recordsmaintained by the company and also the informationprovided by the company, its officers, agents andauthorized representatives during the conduct of secretarialaudit, I hereby report that in my opinion, the Company hasduring the audit period covering the financial year endedon 31st March, 2019 complied with the statutory provisionslisted hereunder and also that the Company has properBoard-processes and compliance mechanism in place tothe extent, in the manner and subject to the reporting madehereinafter:
I have examined the books, papers, minute books, formsand return filed and other records maintained by theCompany for the financial year ended on 31st March, 2019,according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rulesmade thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956(‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations andBye-Laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and therules and regulations made thereunder to the extentof Foreign Direct Investment, Overseas DirectInvestment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of IndiaAct, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India(Listing Obligations and Disclosure Require-ments) Regulations, 2015;
Annexure - BSECRETARIAL AUDIT REPORT
For the Financial Year Ended on 31st March, 2019[Pursuant to the section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014
(b) The Securities and Exchange Board of India(Substantial Acquisit ion of Shares andTakeovers) Regulations, 2011;
(c) The Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements)Regulations, 2009;
(d) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015;
(e) The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client;
(vi) OTHER APPLICABLE ACTS,
(a) Factories Act, 1948
(b) Payment of Wages Act, 1936, and rules madethereunder,
(c) The Minimum Wages Act, 1948, and rules madethereunder,
(d) Employees’ State Insurance Act, 1948, and rulesmade thereunder,
(e) The Employees’ Provident Fund andMiscellaneous Provisions Act, 1952, and rulesmade thereunder,
(f) The Payment of Bonus Act, 1956, and rules madethereunder,
(g) Payment of Gratuity Act, 1972, and rules madethereunder,
(h) Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013
The Company has been levied a fine of ` 2,17,120/- byBSE Limited pursuant to non compliance with theprovisions of Regulation 19 of SEBI (LODR) Regulations,2015. However, after due submissions and disclosuresmade by the Company, the fine has been waived by BSELimited vide their email dated 17/12/2018.
Based on the reports of the department heads of thepremises located at Faridabad and Hathin, I report thatthe Company has substantially complied with theprovisions of the Acts that are applicable to the Company.Based on the information, explanations and managementrepresentation, the Company has substantially compliedwith tax laws applicable to the Company.
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TALBROS ENGINEERING LIMITED
I have also examined compliance with the applicableclauses of the Secretarial Standards issued by the Instituteof Company Secretaries of India.
During the period under review the Company has compliedwith the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The Changes thattook place in the composition of the Board of Directorsduring the period under review were carried out incompliance with the provisions of the Act and Regulations.
Mr. Sanjay Sharma, has been appointed as an AdditionalExecutive Director of the Company w.e.f. 01st November,2018.
Adequate notice is given to all directors to schedule theBoard Meetings, agenda and detailed notes on agendawere sent in advance, and a system exists for seekingand obtaining further information and clarifications on the
agenda items before the meeting and for meaningfulparticipation at the meeting.
Majority decision is carried through while the dissentingmembers, views are captured and recorded as part of theminutes.
I further report that there are adequate systems andprocesses in the Company commensurate with the sizeand operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations andguidelines.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibilityof the management of the company. Our responsibilityis to express an opinion on these secretarial recordsbased on our audit.
2. We have followed the audit practices and processesas were appropriate to obtain reasonable assuranceabout the correctness of the contents of the Secretarialrecords. The verification was done on test basis toensure that correct facts are reflected in secretarialrecords. We believe that the processes and practices,we followed provide a reasonable basis for our opinion.
3. We have not verif ied the correctness andappropriateness of financial records and Books ofAccounts of the company.
4. Where ever required, we have obtained Managementrepresentations about the compliances of laws, rulesand regulations and happening of events etc.
5. The compliance of the provisions of Corporate andother applicable laws, rules, regulations, standards isthe responsibility of management. Our examinationwas limited to the verification of procedures on testbasis.
6. The Secretarial Audit Report is neither an assuranceas to the future viability of the Company nor of theefficacy or effectiveness with which the managementhas conducted the affairs of the company.
Sd/-Anuj GuptaPractising CompanySecretary
Place : New Delhi M.No. ACS 31025Date : 5th August, 2019 COP No. 13025
ANNEXURE 1
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Annexure - CFORM NO. MGT-9
EXTRACTS OF ANNUAL RETURNAs on the financial year ended on
31st March, 2019[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILSi) CIN: L74210HR1986PLC033018ii) Registration Date: 09/10/1986iii) Name of the Company: TALBROS ENGINEERING LIMITEDiv) Category / Sub-Category of the Company: Company Limited by Sharesv) Address of the Registered Office and contact details:
Place : Faridabad Executive Director Executive DirectorDate : 5th August, 2019 DIN: 06394784 DIN: 06394774
R/o H. No. 309, Sector 3, R/o H. No. 1002, Sector 8Faridabad, Haryana Faridabad, Haryana
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TALBROS ENGINEERING LIMITED
Your Directors have pleasure in presenting themanagement discussion and analysis report for the yearended 31st March, 2019.
(A) INDUSTRY STRUCTURE AND DEVELOPMENT
Talbros Engineering is engaged in manufacturing ofRear Axle Shafts for the leading automobilecompanies in India and foreign markets. TheCompany’s goal is to be a leader in supply ofautomotive rear axle shafts in the Indian & Overseasmarket to benefit from the growth and to profit fromthe opportunities that exist in this sector. DuringFinancial Year 2018-19, the Company has acquired anew land located at Sector 4, Faridabad to set up aforging unit wherein the construction has alreadystarted. In Financial year 2019-20, the Companyexpects to continue this growth with continued focuson exports.
(B) OPPORTUNITIES AND THREATS
The Company has a world class manufacturing facilitylocated at Faridabad and Hathin in Haryana and isequipped with latest technology and highly qualifiedengineering team. The Company is continuouslystriving on better and automated technology adoptionfor effective and efficient working. The 1st robot hasbeen installed during the year. The Company isplanning to diversify its product portfolio and enteringinto new international markets. Power Steering PullySamples have been developed for internationalmarket. For the purpose, the Company startedexpanding its hands in manufacturing of torsion bars,spindles and front axles. In international business, ourlargest market is North America and we also servesome small customers scattered across variousCentral and south American countries.
Besides opportunities, the Company is also facingsome threats which includes shifts in the tastes ofcustomers from SUV segment cars to small ecofriendly cars due to continuous increase in fuel pricesand heavy traffic on roads. The competition is alsorising day by day but installation of excess capacitycan lead to risk of price war.
(C) SEGMENT-WISE OR PRODUCT WISEPERFORMANCE
The Company is operating with mainly one producti.e. Rear Axle Shafts and continues to undertake stepsfor improvement measures.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT(D) OUTLOOK
The Company does not foresee any major threats toits growth and market share in the coming years. Theinfrastructure need of the company is also completedby catering a new area for production. The companydoes not foresee any technological obsolescence forits products.
(E) RISKS AND CONCERNS
The Company has its step wise risk managementsystem which includes identification of risk at differentlevels including internal and external business risks.The risks so identified have been properly assessedand analysed at each level. After that, the correctiveand preventive measures are taken by the Companyto overcome the identified risks. The managementreview the risks every half year.
(F) INTERNAL CONTROL SYSTEM AND THEIRADEQUACY
The Company has an adequate internal controlprocedures commensurate with the size and structureof the Company. The company has also engaged theservices of independent Chartered Accountant tocarry out the internal audit and to identify the properand adequate internal control system and sufficientmeasures are taken to update the internal controlsystem. The implementation of SAP has resulted inbetter management and system development. Thesystem also ensures that all transactions areappropriately authorised, recorded and reported.
(G) DISCUSSION ON FINANCIAL PERFORMANCEWITH RESPECT TO OPERATIONALPERFORMANCE
Your Company has achieved a sales turnover of` 26,925 Lakhs in this financial year ended on 31st
March, 2019 as against ` 20,833 Lakhs in theprevious financial year. Net profit after tax for thisyear stands at ` 731 Lakhs as against ` 908 Lakhsin previous year. Exports turnover (F.O.B. Value) forthe year ended on 31st March, 2019 is ` 5,207 Lakhsas compared to ` 4,212 Lakhs in the previousfinancial year.
(H) MATERIAL DEVELOPMENTS IN HUMANRESOURCES / INDUSTRIAL REALATIONS FRONT,INCLUDING NUMBER OF PEOPLE EMPLOYED
As on March 31, 2019, the Company had 241 number
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of permanent employees at its manufacturing plantsand administrative office located at Faridabad andHathin.
The company considers the employee values andensures proper encouragement both morally andfinancially to motivate them. The relationship betweenthe management and employees is remarkable.Regular trainings and workshops have beenconducted to motivate the employees for betterunderstanding of upgraded technologies.
(I) KEY FINANCIAL RATIOS
S. 31st 31st ChangeNo. Ratios March, March, in %
2019 2018
1 Debtors Turnover 7.50 8.86 (1.36)
2 Inventory Turnover 6.08 7.34 (0.17)
3 Interest Coverage Ratio 3.73 6.28 (0.41)
4 Current Ratio 1.89 2.07 (0.09)
5 Debt Equity Ratio 0.71 0.57 0.25
6 Operating Profit 9.43% 10.25% (0.08)Margin (%)
7 Net Profit Margin (%) 4.48% 6.27% (0.29)
During the year, no change of 25% or more has beenobserved in any ratio.
(J) RETURN ON NET WORTH
The return on net worth for the current year ended on March31, 2019 is 14.86% as compared to 17.71% during thefiscal year ended on March 31, 2018.
For and on behalf of the Board
Sd/- Sd/-Vijay Kumar Sharma Sanjay SharmaExecutive Director Executive DirectorDIN: 06394784 DIN: 06394774R/o H. No. 309, Sector 3, R/o H. No. 1002, Sector 8Faridabad, Haryana Faridabad, Haryana
Place: FaridabadDate : 5th August, 2019
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TALBROS ENGINEERING LIMITED
CORPORATE GOVERNANCE
1. PHILOSOPHY:
The Company’s philosophy on corporate governanceis about commitment to values and ethical businessconduct. It has been developed with a tradition of fairand transparent governance even before they weremandated by legislation. The management anddecision taking of the company is done at three levelsviz a viz Shareholders of the Company, Board ofDirectors of the Company and Sub-committees of theBoard. The Company has professional and expertBoard who are actively involved in the deliberationsof the Board on all important policy matters. YourCompany has fulfilled all the existing guidelines andhas complied with all the applicable Regulations ofSecurities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015.
CORPORATE GOVERNANCE2. BOARD OF DIRECTORS:
(a) Composition, Category of Directors and theirdirectorship as on March 31, 2019
The Board of Directors of the Company is dulyconsisted comprising of Two Executive Directorsand Three Non Executive Independent Directorsas on 31st March, 2019. Mr. Sanjay Sharma hasbeen appointed as an Additional ExecutiveDirector of the Company w.e.f. 01st November,2018.
The members of the Board elects Chairman atthe respective meeting. The Executive Directoris authorized for conducting the general businessof the Company. The Board of the Directors meetsat regular intervals and take the decisions as andwhen required for smooth running of theoperations of the Company. Separate meetingsof independent directors are also beingconducted at regular intervals to evaluate theperformance of executive director.
S. Name of the Director Category No. of Directorships No. of No. ofNo. held in other memberships held Equity
Companies (Public & in Committees of SharesPvt. Ltd. Companies) other Companies Held in the
Company
1 Mr. Vijay Kumar Sharma Director (Executive) Nil Nil Nil
2 Mr. Sanjay Sharma Director (Executive) Nil Nil Nil
3 Mr. Sunil Kumar Director (Non Executive Nil Nil Niland Independent)
5 Mr. Kuldeep Singh Bhalla Director Nil Nil 100(Non Executive and
Independent)
(b) Attendance of Directors in Board Meetings and Last AGM
S. Name of Board Meetings held during the year and attendance of Directors AttendanceNo. the Director 30.05.2018 10.08.2018 23.08.2018 17.09.2018 31.10.2018 07.02.2019 in Last AGM
The notice and agenda of each Board Meeting arecirculated to all the directors before the prescribed datesof meeting through the permissible modes. All majoragenda items are backed by comprehensive backgroundinformation to enable the board to take informed decisions.
The details of Director seeking appointment and re-appointment at the ensuing Annual General Meeting havebeen furnished in the Notice convening the Meeting of theshareholders.
The Company did not have any pecuniary relationship oftransactions with its Non-Executive and / or independentDirectors of the Company during the year under review.
No Director of the Company is related to any other Directorof the Company.
Code of Conduct for Directors and Senior Management(Designated Persons)
The Company has adopted a Code of Conduct forDesignated Persons of the Company which helps inmaintaining the standard of business conduct for theCompany and ensures compliance with legal requirements,deter wrongdoing and promoting ethical conduct. The codeis applicable to all the members of the Board of Directors,principal executive officers, principal financial officers,principal accounting officers and all professionals involved.
Certificate from Practicing Company Secretary
Anuj Gupta & Associates, Practicing Company Secretarieshas issued a certificate as required under ListingRegulations, confirming that none of the Directors on theBoard have been debarred or disqualified from beingappointed or continuing as director of Companies by theSEBI/Ministry of Corporate Affairs or any such statutoryauthority. The certificate is enclosed with this report.
Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Vigil Mechanism / WhistleBlower Policy. The Policy encourages whistle blowingagainst unethical or improper activity and an avenue toraise concerns and to access in good faith, to the highestpossible standards of ethical, moral and legal businessconduct and its commitment to open communication, incase they observe unethical and improper practices, actualor suspected, fraud or violation of the Company’s code ofconduct or any other wrongful conduct in the Company, toprovide necessary safeguards for protection of employeesfrom reprisals or victimization and to prohibit managerialpersonnel from taking any adverse personnel actionagainst those employees.
Independent Directors
Independent Directors are non-executive Directors asdefined under section 149(6) of the Companies Act, 2013and Regulation 16(1)(b) of SEBI (LODR) Regulations. The
maximum tenure of the Independent Directors is incompliance with the Act.
Your Company has appointed Independent Directors whoare renowned people having expertise / experience in theirrespective field / profession. None of the IndependentDirectors are promoters or related to promoters of theCompany. They do not have any pecuniary relationshipwith the Company and further do not hold two percent ormore of the total voting power of the Company.
Every independent Director, at the first meeting of theBoard in which he/she participates as a Director andthereafter at the first meeting of the Board in every financialyear, gives a declaration that he/she meets the criteria ofindependence as required under section 149 of theCompanies Act, 2013. The Company had issued a formalletter of appointment to all the independent Directors.
The Company has re-appointed Mr. Sunil Kumar and Ms.Priyanka Khattar as an Independent Directors of the Companyw.e.f. 01st April, 2019 vide Special Resolution passed inAnnual General Meeting held on 28th September, 2018.
All Independent Directors maintain their l imits ofdirectorships as required under Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Following is the list of core skills/expertise/competencies identified by the Board of Directors asrequired in context of its business to functioneffectively:
1. Knowledge of the company’s affairs, business,policies, mission, vision, goals, strategic plans, risks,threats, opportunities and knowledge of the industryin which company operates.
2. Strategic planning, thinking and decision making
3. Risk and Compliance Oversight
4. Attributes and competencies to use their knowledgeand skills to interact with key stakeholders.
5. Marketing, policy development
6. Financial literacy and skills, legal and governance
7. Technical/professional skills and specialised knowledgeto assist the ongoing aspects of the business.
8. Mentoring abilities
9. Integrity and ethical standards
The core skills / expertise / competencies identified areavailable with the Board.
Determining Qualifications, attributes and independenceof a Director, Evaluation of Individual Directors, the Boardand its Committees and Board Diversity
The Company has adopted the guidelines on Board
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effectiveness which inter-alia covered Board effectivenessreview, the Composition and role of the Board andnominations, appointment, induction and development ofDirectors.
Determining qualification, attributes and independence ofa Director:
(i) A Director will be considered as an IndependentDirector, if he/she meets the criteria for IndependentDirector as laid down in the Companies Act, 2013 andSEBI (LODR) Regulations.
(ii) Independent Directors should be well versed with theirrespective functions in order to contribute to the Board.
(iii) Independent Directors are expected to be abide bythe ‘Code for Independent Directors’ as outlined inthe Act.
Evaluation of Individual Directors, the Board and itsCommittees
Pursuant to the provisions of the Companies Act, 2013,SEBI (LODR) Regulations and Guidance Note on Boardevaluation issued by SEBI, the Board has carried out theperformance evaluation for the financial year 2018-19 ofits own performance, the Directors individually as well asthe evaluation of the working of Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee; and
4. Corporate Social Responsibility Committee
The Nomination and Remuneration Committee of theBoard laid down the criteria for performance evaluation ofall Directors. The performance evaluation has been doneby the entire Board of Directors, except the Directorconcerned being evaluated. The criteria for performanceevaluation are as follows:
Role & Accountability
- Understanding the nature and role of independentdirectors’ position
- Undertaking the risks associated with the business
- Application of knowledge for rendering advice tomanagement for resolution of business issues
- Offer constructive challenge to managementstrategies and proposals
- Active engagement with the management andattentiveness to progress of decisions taken
Objectivity
- Non-partisan appraisal of issues.
- Own recommendations given professionally withouttending to majority or popular views
Leadership and Initiative
- Heading Board Sub-committees
- Driving any function or identified initiative based ondomain knowledge and experience
Personal Attributes
- Commitment to role & fiduciary responsibilities as aBoard member
- Attendance and active participation
- Proactive, strategic and lateral thinking.
Professional Qualification, Knowledge and Competency,fulfilment of functions, Commitment, contribution, integrityand Independence.
Evaluation of Board:
The areas for evaluation as per the guidance note issuedon Board evaluation includes:
(i) Structure of the Board;
(ii) Meetings of the Board;
(iii) Functions of the Board; and
(iv) Board and Management
The broad criteria followed for evaluation of performanceof Board and its committees includes:
(i) Mandate and composition;
(ii) Effectiveness of the Committee;
(iii) Structure of the Committee and meetings;
(iv) Independence of the Committee from the Board; and
(v) Contribution to decisions of the Board
Board Diversity:
The Board ensures that a transparent Board nominationprocess is in place that encourages diversity of thought,experience, knowledge, perspective, age and gender. It isensured that the Board has an appropriate blend offunctional and industry expertise.
3. DETAILS OF COMMITTEES OF BOARD OFDIRECTORS:
(A) AUDIT COMMITTEE:
(a) Terms of Reference:
As required and mandated under the CompaniesAct, 2013 and rules made thereunder andRegulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, theAudit Committee has been constituted by theBoard of Directors. The major roles of AuditCommittee are as follows:
(i) Oversight of the Company’s financial
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TALBROS ENGINEERING LIMITED
reporting process and the disclosure of itsfinancial information to ensure that thefinancial statement is correct, sufficient andcredible;
(ii) Recommendation for appointment,remuneration and terms of appointment ofauditors of the Company;
(iii) Approval of payment to statutory auditorsfor any other services rendered by statutoryauditors;
(iv) Reviewing, with the management, theannual financial statements and auditor’sreport thereon before submission to theBoard for approval, with par ticularsreference to:
a. Matters required to be included in theDirector’s Responsibility Statement inthe Board’s Report in terms of clause(c) of sub-section 3 of Section 134 ofCompanies Act, 2013.
b. Changes, if any, in accounting policiesand practices and reasons for the same
c. Major accounting entries involvingestimates based on the exercise ofjudgement by management
d. Significant adjustments made in thefinancial statements arising out of auditfindings
e. Compliance with listing and other legalrequirements relating to financialstatements
f. Disclosure of any related par tytransactions
g. Qualifications / Modified opinions(s) inthe draft audit report
(v) Reviewing, with the management, thequar ter ly financial statements beforesubmission to the board for approval;
(vi) Reviewing, with the management, thestatement of uses / application of fundsraised through an issue (public issue, rightissue, preferential issue, etc.) the statementof funds utilized for purposes other thanthose stated in the offer document /prospectus / notice and the report submittedby the monitoring agency monitoring theutilisation of proceeds of a public or rightissue, and making appropr iaterecommendations to the Board to take upsteps in this matter;
(vii) Review and monitor the auditor’sindependence and performance, andeffectiveness of audit process;
(viii) Approval of any subsequent modification oftransactions of the company with relatedparties;
(ix) Scrutiny of inter-corporate loans andinvestments;
(x) Valuation of undertakings or assets of thecompany, wherever it is necessary;
(xi) Evaluation of internal financial controls andrisk management systems;
(xii) Reviewing, with the management,performance of statutory and internalauditors, adequacy of the internal controlsystems;
(xiii) Reviewing the adequacy of internal auditfunction, if any, including the structure ofinternal audit department, staffing andsenior ity of the official heading thedepartment, reporting structure coverageand frequency of internal audit;
(xiv) Discussion with internal auditors of anysignificant findings and follow up there on;
(xv) Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraud orirregularity or a failure of internal controlsystems of a material nature and reportingthe matter to the board;
(xvi) Discussion with statutory auditors before theaudit commences, about the nature andscope of audit as well as post-auditdiscussion to ascertain any area of concern;
(xvii) To look into the reasons for substantialdefaults in the payment to the depositors,debenture holders, shareholders (in case ofnon-payment of declared dividends) andcreditors;
(xviii) To review the functioning of the WhistleBlower mechanism;
(xix) Approval of appointment of CFO (i.e., thewhole-time Finance Director or any otherperson heading the finance function ordischarging that function) after assessingthe qualif ications, exper ience andbackground, etc. of the candidate;
(xx) Carrying out any other function as ismentioned in the terms of reference of theAudit Committee.
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TALBROS ENGINEERING LIMITED
(xxi) Reviewing the utilization of loans and/oradvances availed from Bank(s), promotersand NBFC(s).
The Audit Committee shall mandatorily review the followinginformation:
(i) Management Discussion and Analysis of financialcondition and results of operations;
(ii) Statement of Significant related party transactions (asdefined by the Audit Committee), submitted bymanagement;
(iii) Management Letters / letters of internal controlweaknesses issued by the Statutory Auditors;
(iv) Internal Audit Reports issued by Internal Auditors;
(v) The appointment, removal and terms of remunerationof the Chief Internal Auditor shall be subject to reviewby the Audit Committee;
(vi) Statement of Deviations:
(a) Quarterly statement of deviation(s), if anyincluding repor t of monitoring agency, ifapplicable submitted to stock exchange in termsof Regulation 32(1) of SEBI (LODR) Regulations.
(b) Annual Statements of fund utilized for purposesother than those stated in the offer document/prospectus/notice, if applicable in terms ofRegulation 32(7) of SEBI (LODR) Regulations.
(vii) Compliance with the provisions of SEBI (Prohibitionof Insider Trading) Regulations, 2015 as amendedfrom time to time at least once in a financial yeareffective from 01st April, 2019 and shall verify that thesystems of internal control are adequate and areoperating effectively.
(b) Composition of Audit Committee, Meetingsheld during the year and Attendance ofMembers:
The Audit Committee consists of threeIndependent Directors Mr. Sunil Kumar, Mr.Kuldeep Singh Bhalla and Ms. Priyanka Khattaras on 31st March, 2019. Mr. Kuldeep Singh Bhallahas been designated as Chairman of theCommittee. The Committee met 4 (Four) timesduring the year ended 31st March, 2019. Theattendance record of the members at the meetingwere as follows:
S. Name of Member Designation in Meetings held during the year andNo. Committee attendance of Members
30.05.2018 10.08.2018 31.10.2018 07.02.2019
1 Mr. Kuldeep Singh Bhalla Chairman Yes Yes Yes Yes
2 Ms. Priyanka Khattar Member Yes Yes Yes Yes
3 Mr. Sunil Kumar Member Yes Yes Yes Yes
All the members of the Committee are financially literateand the Chairman has accounting or related financialknowledge.
The Audit Committee meetings are attended by the ChiefOperating officer, President, Vice Chairman, ChiefFinancial Officer, Representatives of Statutory Auditors andInternal Auditors of the Company. The Company Secretaryof the Company acts as Secretary of the Audit Committee.The Chairman of the Audit Committee has marked hispresence in the Annual General Meeting held on 28th
September, 2018.
(B) NOMINATION AND REMUNERATION COMMITTEE:
(a) Terms of Reference:
As required and mandated under the CompaniesAct, 2013 and rules made thereunder andRegulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, theNomination and Remuneration Committee hasbeen constituted by the Board of Directors. The
major roles of Nomination and RemunerationCommittee are as follows:
(i) Formulation of the criter ia for determiningqualifications, positive attributes and independenceof a director and recommend to the Board a policy,relating to the remuneration of the directors, keymanagerial personnel and other employees.
(ii) Recommend to the Board the setup and compositionof the Board and its committees.
(iii) Periodically reviewing the composition of the Boardwith an objective of achieving an optimum balance ofsize, skills, independence, knowledge, age, genderand experience.
(iv) Formulation of criteria for evaluation of independentDirectors and the Board;
(v) Devising a policy on Board diversity;
(vi) Identifying persons who are qualified to becomedirectors and who may be appointed in seniormanagement in accordance with the criteria laid down,
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TALBROS ENGINEERING LIMITED
and recommend to the Board their appointment andremoval.
(vii) Recommend to the Board regarding appointment ofKey Managerial Personnel (KMP) and executive teammembers of the Company.
(viii) Support the Board and Independent Directors inevaluation of the performance of the Board, itscommittees and individual Directors.
(ix) Oversee the performance review process of the KMPand executive team of the Company.
(x) Recommend to the Board the remuneration policy forDirectors/ Senior Management/executive team/KMP.
(xi) Recommend to the Board all remuneration in whateverform payable to the Directors, KMP and SeniorManagement of the Company.
(xii) To look after the term of appointments of IndependentDirectors and their re-appointments thereof.
(xiii) Oversee familiarization programmes for Directors.
(xiv) Performing such other duties and responsibilities asmay be consistent with the provisions of the Act andListing Regulations.
(b) Composition of Nomination and RemunerationCommittee, Meetings held during the year andAttendance of Members:
The Nomination and Remuneration Committee hasbeen constituted in compliance with the provisions ofSection 178 of Companies Act, 2013 and rules madethereunder and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015.
2 (Two) meetings of Nomination and RemunerationCommittee were held on 31st October, 2018 and 22nd
March, 2019 and all the members were present duringthe meeting. The present constitution of Committeeis as follows:
S. Name of Member Designation inNo. Committee
1 Mr. Kuldeep Singh Bhalla Chairman
2 Mr. Sunil Kumar Member
3 Ms. Priyanka Khattar Member
(c) Remuneration Policy:
The Nomination and Remuneration Committee hasformulated a policy which deals with the manner ofselection of Board of Directors including ExecutiveDirectors, Non Executive Directors, IndependentDirectors, KMPs and payment of their remuneration.The criteria of selection and remuneration to be paidare as follows:
Non Executive and Independent Director
The Non-Executive Directors shall be selected andappointed on the basis of high integrity with relevantexpertise and knowledge so as to govern the Boardof Directors in the field of manufacturing, sales &marketing, finance, taxation, law, governance andgeneral management.
The independent Directors shall be selected andappointed after considering the independence asprescribed in the provisions of section 149 ofCompanies Act, 2013 and rules made thereunder andRegulation 16(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. Theindependent director should be a person of integrityand possesses relevant expertise and experience.
The Committee shall ensure that the candidateidentified for appointment as a Director is notdisqualified for appointment pursuant to the provisionsof Section 164 of Companies Act, 2013.
Managing Director / Whole Time Director
In case for the appointment as a Managing Director /Whole Time Director, the Nomination andRemuneration Committee shall identify the person ofintegrity who possess rich expertise, experience,knowledge, qualification and leadership qualitiesrequired for the position and shall take intoconsideration, the recommendations, if any, receivedfrom the members of the Board. The candidateidentified shall be recommended to the Board ofDirectors and is eligible for appointment only after theapproval of members of the Company in generalMeeting. The committee shall also ensure that thecandidate identified shall fulfil all the conditions andcriteria as envisaged in the relevant clauses andschedules of Companies Act, 2013 and rules madethere under.
Remuneration to Directors
The independent Directors shall only be entitled toreceive the remuneration by way of sitting fees andreimbursement of the actual expenses incurred bythem for participation in Board Meetings. The saidremuneration to be paid should be recommended byNomination and Remuneration Committee andapproved by the Board of Directors considering theoverall ceiling limits prescribed under the CompaniesAct, 2013 and rules made there under. The quantumof sitting fees may be subject to review on periodicbasis, as and when required.
The Managing Director / Whole Time Director shallbe entitled to receive the remuneration as mutuallyagreed between the members of the Board of
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TALBROS ENGINEERING LIMITED
Directors and Managing Director/ Whole time Director,subject to the approval of members of the Companyin General Meeting. The remuneration to be paid shallbe within the overall limits as prescribed under theCompanies Act, 2013 and rules made there under. Incase of change in remuneration beyond the limits
approved by shareholders, a new approval fromshareholders is required.
The remuneration of Managing Director / Whole TimeDirector comprises of salary, allowances, perquisites,amenities and retirement benefits as decided by theNomination and Remuneration Committee andapproval of Board of Directors from time to time.
(d) Details of Remuneration paid during the year 31st March, 2019:
S. Name of the Director Designation Remuneration PaidNo. (Amount in `̀̀̀̀ Lakhs)
1 Mr. Sanjay Sharma Executive Director 4.86(From 01st November, 2018)*
2 Mr. Vijay Kumar Sharma Executive Director 11.60
* Mr. Sanjay Sharma, Executive Director of the Company has been appointed as an Additional ExecutiveDirector w.e.f. 01st November, 2018.
The Company has paid sitting fees of ` 5,000/-each to Mr. Sunil Kumar, Ms. Priyanka Khattarand Mr. Kuldeep Singh Bhalla for all the meetingsattended during the year.
None of the independent Directors of theCompany is in receipt of any kind of remuneration/ commission other than sitting fees as mentionedabove. None of the Directors along with theirrelatives holds more than 2 percent shares ofthe Company.
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
(a) Composition of Stakeholders RelationshipCommittee, Meetings held during the year andAttendance of Members:
As required and mandated under the CompaniesAct, 2013 and Regulation 20 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, the Company has a dulyconstituted Stakeholders RelationshipCommittee. The committee is looking after andreviewing the actions for redressal ofshareholders and investors grievances. TheCommittee is also responsible for transfer,transmission and rematerialization of shares asrequested by the shareholders of the companyfrom time to time.
Terms of Reference:
The functioning and terms of reference of theCommittee as prescribed is in compliance withthe Act and Regulation 20 read with Part D ofSchedule II of Listing Regulations which includes:
(i) Review statutory compliance relating to allsecurity holders.
(ii) Consider and resolve the grievances ofsecurity holders of the Company includingcomplaints related to transfer / transmissionof shares, non receipt of annual report/declared dividends/notices/balance sheet,issue of new/duplicate share certificates,general meetings etc.
(iii) Review of measures taken for effectiveexercise of voting rights by shareholders.
(iv) Review of adherence to the servicestandards adopted by the listed entity invarious services being rendered by theRegistrar and Share Transfer Agent.
(v) Review of various measures and initiativestaken by the listed entity for reducing thequantum of unclaimed dividends andensuring timely receipt of dividend warrants/ annual reports/statutory notices by theshareholders of the Company.
(vi) Review movements in shareholding andownership structures of the Company.
During the year ended 31st March, 2019, theStakeholders Relationship Committee met 32times.
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S. Name of Member Designation in Committee Attendance of Members inNo. Meetings held during the year
1 Mr. Kuldeep Singh Bhalla Chairman 32
2 Ms. Priyanka Khattar Member 28
3 Mr. Vijay Kumar Sharma Member 32
The details of Shareholders complaints received so far,resolved and pending during the Financial Year 2018-19are as follows:
Received Resolved Pending
73 73 Nil
The request for transfer / transmission has also beenconsidered as grievance by the Company. However, there
were no pending complaint by shareholders as on March31, 2019.
Mr. Ankush Jindal, Company Secretary of the Companyhas been appointed as compliance officer of the Company.
The share transfers approved by the Committee are placedat the Board meetings from time time.
Name and Designation of compliance officer and NodalOfficer for Investor Education and Protection Fund (IEPF)Compliances:
Name of Company Secretary-cum-compliance Mr. Ankush Jindalofficer and Nodal Officer
(D) CORPORATE SOCIAL RESPONSIBILITY (CSR)COMMITTEE
(a) Composition of Corporate Social Responsi-bility Committee, Meetings held during theyear and Attendance of Members:
The Corporate Social Responsibility (CSR)Committee has been constituted pursuant to the
provisions of Section 135 of Companies Act,2013 and rules made thereunder. The presentcomposition of Committee is One ExecutiveDirector and Two Non Executive and IndependentDirectors. The Committee met 2 times during thefinancial year ended 31st March, 2019
S. Name of Member Designation in Committee Attendance of Members inNo. Meetings held during the year
30.05.2018 22.03.2019
1 Mr. Vijay Kumar Sharma Chairman Yes Yes
2 Mr. Sunil Kumar Member Yes Yes
3 Mr. Kuldeep Singh Bhalla Member Yes Yes
(b) Terms of Reference:
The Committee is responsible for the followingpurposes:
- formulation and recommendation to theBoard, a Corporate Social Responsibility(CSR) Policy which shall indicate the activitiesto be undertaken by the company as specifiedin the Companies Act, 2013, its rules andregulations thereof for the time being in force;
- recommendation on the amount of
expenditure to be incurred on the variousCSR activities;
- monitoring of the CSR Policy of the companyfrom time to time;
- to oversee activities impacting the CSRprojects;
- such other acts and deeds in relation to CSRactivities of the company, as it may deem fitor as may be assigned to it by the Board ofDirectors.
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TALBROS ENGINEERING LIMITED
(4) INDEPENDENT DIRECTORS MEETING:
During the year ended 31st March, 2019, theIndependent Directors met on 22nd March, 2019, interalia to review and discuss:
(i) the performance of Non Independent Directorsand the Board of Directors as a whole;
(ii) to assess the quality, content and timelines offlow of information between the management andthe Board that is necessary for the Board toeffectively and reasonably perform its duties.
There are 3 (Three) independent Directors in theCompany and all are present in the meeting.
(5) DETAILS OF DIRECTORS SEEKINGAPPOINTMENT / RE-APPOINTMENT AT THEFORTHCOMING ANNUAL GENERAL MEETING:
Details of the Directors seeking appointment / re-appointment at the forthcoming Annual GeneralMeeting are provided in the explanatory statementannexed to the Notice of Meeting.
(6) FAMILIARISATION PROGRAMMES FORDIRECTORS:
The Company has framed familiarisation programmefor its Directors to make them understand their roles,rights and responsibilities, organisational structure,business model, finance, human resources, technology,Strategy, operations and functions of the Company.
The roles, rights and responsibilities of IndependentDirectors have been incorporated in their letters ofappointment issued to them. The amendments/updates in statutory provisions are informed from timeto time.
The above initiate helps the directors to understandthe Company, its business and the regulatoryframework in which the Company operates toeffectively fulfil the role as Directors of the Company.
The details of familiarisation programme have beenuploaded on the Company’s websitewww.talbrosaxles.com
(7) GENERAL BODY MEETINGS:
(a) Details of last 3 (Three) Annual General Meetings are as under:
(b) Special Resolutions passed in past 3 AnnualGeneral Meetings:
(1) No special resolution has been passed in AnnualGeneral Meeting held on 30th September, 2016.
(2) At Annual General Meeting held on 28th
September, 2017
a) Substitution of new set of Memorandum andArticles of Association in place of existing
b) Increase in Authorised Share Capital
c) Issuance of Bonus Shares in the ratio of 1:1i.e. one equity share for every one equityshare held by way of capitalisation ofreserves.
(3) At Annual General Meeting held on 28th
September, 2018
a) Re-appointment of Mr. Sunil Kumar (holdingDIN : 03619831) as an Independent Directorof the Company.
b) Re-appointment of Ms. Priyanka Khattar(holding DIN : 02991593) as an IndependentDirector of the Company.
c) To adopt new table F in the Articles ofAssociation of the Company containingregulations in conformity with theCompanies Act, 2013
d) To increase the borrowing limits undersection 180(1)(c) of the Companies Act, 2013
e) To increase the limits of providing securityin connection with the borrowings of theCompany under section 180(1)(a) of theCompanies Act, 2013
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TALBROS ENGINEERING LIMITED
(c) Postal Ballot:
During the year ended March 31, 2019, no ordinaryor special resolution has been passed by theshareholders through Postal Ballot.
(8) MEANS OF COMMUNICATION:
Your Company has promptly reported all materialinformation, including declaration of financial results,press releases, etc., to the Stock Exchanges wherethe securities of your Company are listed. Suchinformation was, also, simultaneously displayedimmediately on your Company’s website i.e.www.talbrosaxles.com. The quarterly and half-yearlyFinancial Results of the Company during the year2018-19 were published in leading newspapers(English & Hindi), viz., The Financial Express andJansatta.
The “Limited Review” Reports of the Financial Resultsfor the quarters ended June 30, 2018, September 30,2018 and December 31, 2018 were obtained fromthe Statutory Auditors of the Company and filed withthe stock exchange(s).
To facilitate prompt correspondence with investors/shareholders relating to their queries and grievances,the Company has a dedicated Email-id, viz.,[email protected].
As part of its ‘Green Initiatives’, Government haspermitted Companies to provide various documentsto its Shareholders in electronic form i.e. through e-mail. Your Company is fully committed towards suchan initiative and has accordingly requested itsShareholders to provide or update their e-mail ids withtheir respective DPs/Company Registrar, as the casemay be, and give their option for receiving documentsin electronic form.
(9) GENERAL SHAREHOLDER INFORMATION:
(a) Forthcoming AGM: Date, time and venue
The 33rd Annual General Meeting of the Companywill be held on Monday, 30th September, 2019 at10:30 a.m. at Moti Mahal, SCO 16P, Huda Market,Sector 16, Faridabad, Haryana – 121 002
(b) Financial Year
The Financial year of the Company is from April1st to March 31st every year.
Financial Calendar (Tentative)
For 1st quarter ending 30th June, 2019 First week of August, 2019
For 2nd Quarter / half year ending 30th September, 2019 First week of November, 2019
For 3rd Quarter / nine months ending 31st December, 2019 First week of February, 2020
For 4th Quarter / Year ending 31st March, 2019 Last week of May, 2020
Annual General Meeting for the year ending 31st March, 2020 Last week of September, 2020
(c) Date of Book Closure
The register of members and share transferbooks of the Company shall remain closed fromTuesday, 24th September, 2019 to Monday, 30th
September, 2019 (both days inclusive) for annualclosing.
(d) Dividend Payment Date
The Dividend will be paid within 30 days of theapproval of same in Annual General Meeting.
(e) Listing on Stock Exchanges
The Company’s equity shares are traded on BSELimited, Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai – 400 001
Annual listing fees for fiscal 2019-20 has beenpaid to the above stock exchange.
(f) Stock Code
The Stock codes allotted to the Company are asfollows:
Name of the Stock Exchange Stock Code (Scrip Code)
BSE Limited 538987
(g) Market price Data: High, Low during eachmonth in last financial year
The Company’s equity shares are listed and areavailable for trading on BSE Limited. The monthwise High/Low of Market Price of Company’sequity shares traded on BSE Limited (BSE)during the year ended on 31st March, 2019 wereas follows:
M/s Beetal Financial & Computer Services PrivateLimited, Beetal House, 3rd Floor, 99, Madangir, BehindLocal Shopping Centre, Near Dada Harsukh DasMandir, New Delhi – 110 062
(i) Share Transfer System
The transfer of shares are processed by the ShareTransfer Agent and approved by the StakeholdersRelationship Committee which meets at frequentintervals. All physical share transfers are effectedwithin 15 days of lodgement, subject to the documentsbeing in order and complete in all respects. The Boardhas delegated the authority for approval of transfer,
transmission etc to Stakeholders RelationshipCommittee comprising of One Executive Director andtwo Non Executive Directors. A summary of transfer/transmission of shares so approved by the Committeeis placed before the Board.
SEBI, effective from 01st April, 2019 has barredtransfer of physical shares of the listed companiesand mandated transfer through De-mat only. However,investors are allowed to hold the shares in physicalform. Further, there is no restriction on transmissionof shares.
(j) Distribution of Shareholding
(a) On the basis of Category
S. Category of Shareholding Number of No. of shares % ofNo. shareholders held shareholding
1 Resident Individuals 5,412 7,39,314 14.56
2 Promoters 8 36,86,855 72.63
3 Mutual Funds / UTI 1 586 0.01
4 Non Residents – Non Repatariable 23 4,54,973 8.96
5 Non Residents – Repatariable 27 17,115 0.33
6 Financial Institutions / Banks 3 720 0.01
7 Insurance Companies 5 65,800 1.30
8 Bodies Corporate 77 57,628 1.13
9 Trusts 2 318 0.01
10 Clearing Member 7 293 0.01
11 Hindu Undivided Family 88 16,509 0.33
12 IEPF Authority 1 36,393 0.72
TOTAL 5,654 50,76,504 100.00
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TALBROS ENGINEERING LIMITED
(b) On the basis of Shares held
Size of Holdings No. of Share Percentage (%) No. of shares Percentage (%)holders to Total held to Total
Upto 5000 5,445 96.30 4,41,973 8.71
5001 to 10000 109 1.93 83,686 1.65
10001 to 20000 55 0.97 78,953 1.55
20001 to 30000 9 0.16 23,820 0.47
30001 to 40000 7 0.12 25,034 0.49
40001 to 50000 1 0.02 4,500 0.09
50001 to 100000 8 0.14 63,590 1.25
100001 and Above 20 0.36 43,54,948 85.79
TOTAL 5,654 100.00 50,76,504 100.00
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TALBROS ENGINEERING LIMITED
(c) On the basis of ownership
S. Category of Shareholder Number of Total number % of holdingNo. Shareholders of shares(A) Promoters1. Indian Individuals(a) Promoters 8 36,86,855 72.63
(B) Public Shareholding1. Institutions(a) Mutual Funds / UTI 1 586 0.01
(e) Non Resident Indians – Non Repatariable 23 4,54,973 8.96
(f) Non Resident Indians – Repatariable 27 17,115 0.34
(g) Hindu Undivided Family 88 16,509 0.32
(h) IEPF Authority 1 36,393 0.72
TOTAL 5,654 50,76,504 100.00
(k) Dematerialization of shares and liquidity
As on 31st March, 2019, 96.97% of the total shareholding was held in dematerialized form as per detailsmentioned below:
Particulars No. of holders No. of Shares % of TotalIssued Capital
Physical System 1,970 1,53,903 3.03
NSDL 2,574 38,60,295 76.04
CDSL 1,244 10,62,306 20.93
Total 5,788 50,76,504 100.00
The Demat ISIN of the Company’s equity shares is INE717E01013.
(l) Credit Rating
The Company has been assigned a rating of A-(Stable) for Long Term Bank Facilities (Term Loans)of ` 19.61 Crores and rating of A2+ for Short TermBank Facilities (Fund Based Limits) availed from DBSBank Limited, Yes Bank Limited, HDFC Bank Limited,The Hongkong and Shanghai Banking Corp. Ltd. Therating is assigned by CARE Ratings Limited.
(m) Outstanding GDRs/ADRs/Warrants or any otherconvertible instrument
There are no outstanding GDRs/ADRs/Warrants orany other convertible instrument.
1. There are no materially significant transactionmade by the Company with its promoters,directors and their relatives or any other relatedparties which have potential conflict with theinterests of the Company at large.
2. During the year, the Stock Exchange (BSELimited) has imposed a fine on Company for non-compliance of Regulation 19 of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 pertaining to Nomination andRemuneration Committee. However, after duesubmissions and clarifications provided, theStock Exchange has withdrawn the notice andprovided waiver of fine vide their email dated 17th
December, 2018.
3. Related Party Policy: The Board of Directorshas adopted and approved Related Party policyfor the transactions between related parties. Thesame has been hosted on the website of theCompany www.talbrosaxles.com.
4. Vigil Mechanism / Whistle Blower Policy: TheCompany has formulated and implemented theVigil Mechanism / Whistle Blower Policy. Thepolicy enables every employee, designatedpersons, any other person dealing with Companyto report to the authorised official and AuditCommittee; any instances of unethical behaviour,actual or suspected fraud or violation ofCompany’s code of conduct. The aforesaid policyhas been hosted on Company’s website.
5. Internal Auditor: The Company has appointedM/s Harshit Bansal and Associates, CharteredAccountants as an Internal Auditors of the Company.The quarterly reports provided by Internal Auditorsare presented to the Audit Committee.
6. Secretarial Auditor: The Company has appointedM/s Anuj Gupta and Associates, CompanySecretaries as Secretarial Auditors of theCompany. The Secretarial Report provided for theyear end by the Secretarial Auditors is presentedto the Audit Committee and Board of Directors.
7. Fees to Statutory Auditor: The total fees for allthe services rendered by Statutory Auditors hasbeen fixed at ̀ 3.50 Lakhs excluding all applicabletaxes.
8. The Company publish its quarterly/half yearlyresults in English and Hindi newspapers havingwide circulation and the same shall not be sentto shareholders household.
9. The Auditors have expressed an unmodifiedopinion in their repor t on the financialstatements of the Company for the year endedon 31st March, 2019. The declaration for the samehas been provided by the Executive Directoralong with financial results.
10. During the year, no funds have been raisedthrough preferential allotment or qualifiedinstitutions placement as specified underregulation 32(7A).
11. The Company has complied with corporategovernance requirements specified in regulation17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46 of SEBI (Listing Obligationsand Disclosure Requirements), 2015.
12. Confirmation regarding IndependentDirectors: Mr. Sunil Kumar, Mr. Kuldeep SinghBhalla and Ms. Priyanka Khattar are independentDirectors on the Board at present. Based on thedeclarations provided, the Board is of the opinionthat the Independent Directors meet the criteriaof independence as provided in Section 149(6)of the Companies Act, 2013 and Regulation16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations andamendments thereof.
DECLARATION
As provided under SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015, We hereby declare thatall the Board of Directors and Senior Management Person-nel of the Company have affirmed the compliance withthe Code of Conduct for the year ended 31st March, 2019.
For and on behalf of the Board
Sd/- Sd/-Vijay Kumar Sharma Sanjay SharmaExecutive Director Executive DirectorDIN: 06394784 DIN: 06394774R/o H. No. 309, Sector 3, R/o H. No. 1002, Sector 8Faridabad, Haryana Faridabad, Haryana
Place: FaridabadDate: 5th August, 2019
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TALBROS ENGINEERING LIMITED
We, Tarun Talwar, Chief Operating Officer and Kanwar PalPawar, Chief Financial Officer of the Company, TalbrosEngineering Limited, to the best of our knowledge andbelief, certify that:
(1) We have reviewed financial statements and cash flowstatement for the year ended on 31st March, 2019 andthat to the best of our knowledge and belief:-
(i) These statements do not contain any materiallyuntrue statement or omit any material fact orcontain statements that might be misleading;
(ii) These statements together present a true andfair view of the Company’s affairs and are incompliance with existing accounting standards,applicable laws and regulations.
(2) to the best of our knowledge and belief, notransactions entered into by the Company during theyear that are fraudulent, illegal or violative of thecompany’s code of conduct.
(3) We accept responsibility for establishing andmaintaining internal controls for financial reporting andthat have evaluated the effectiveness of internalcontrol systems of the company pertaining to financial
COO/CFO CERTIFICATION TO THE BOARD[Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015]
reporting and we have disclosed to the auditors andthe Audit Committee, deficiencies in the design oroperation of such internal controls, if any, of which weare aware and the steps we have taken or propose totake to rectify these deficiencies.
(4) We have indicated to the Auditors and the AuditCommittee:-
(i) Significant changes in internal control overfinancial reporting during the year;
(ii) Significant changes in accounting policies duringthe year and that the same have been disclosedin the notes to financial statements; and
(iii) Instances of significant fraud of which they havebecome aware and the involvement therein, ifany, of the management or an employee havinga significant role in the company’ internal controlsystem over financial reporting.
INDEPENDENT AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCE
ToThe MembersTalbros Engineering Limited
1. We, DSRV and Co. LLP, Chartered Accountants, theStatutory Auditors of Talbros Engineering Limited (“theCompany”) have examined the compliance ofconditions of Corporate Governance by the Companyfor the year ended on March 31, 2019 as stipulated inRegulations 17 to 27 and clauses (b) to (i) of regulation46(2) and Para C, D, E of Schedule V of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 as amended (“Listing Regulations”).
Management’s Responsibility
2. The Compliance of conditions of CorporateGovernance is the responsibility of the managementof the Company. This responsibility includes thedesign, implementation and maintenance of internalcontrol and procedures to ensure compliance with theconditions of Corporate Governance stipulated in theListing Regulations.
Auditor’s Responsibility
3. Our responsibility is limited to examining theprocedures and implementations thereof, adopted bythe Company for ensuring compliance with theconditions of Corporate Governance. It is neither anaudit nor an expression of opinion on the financialstatements of the Company.
4. We have examined the books of accounts and otherrelevant records and documents maintained by theCompany for the purpose of providing reasonableassurance on the compliance with CorporateGovernance requirements by the Company.
5. We have carried out an examination of the relevantrecords of the Company in accordance with theGuidance Note on cer tif icate of CorporateGovernance issued by the Chartered Accountants ofIndia (the ICAI), the Standards on Auditing specifiedunder Section 143(10) of the Companies Act, 2013,in so far as applicable for the purpose of this certificateand as per the Guidance Note on Repor ts or
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TALBROS ENGINEERING LIMITED
Certificates for special purposes (revised 2016) issuedby the ICAI.
Opinion
6. Based on our examination of the relevant records andaccording to the best of our information andexplanations provided to us, we certify that theCompany has complied with the conditions ofregulations of Corporate Governance as stipulated inthe Listing Regulations referred in paragraph 1 above.
7. We further state that such compliance is neither anassurance as to the future viability of the Companynor of the efficiency or effectiveness with which themanagement of the Company has conducted theaffairs of the Company.
This certificate is issued solely for the purpose ofcomplying with the aforesaid Listing regulations.
For DSRV and Co. LLP(Formerly known as Dinesh Mohan & Co.)Chartered AccountantsFRN: 006993N
We have examined the relevant registers, records, forms,returns and disclosures received from the Directors ofTalbros Engineering Limited having CINL74210HR1986PLC033018 and having its RegisteredOffice at Plot No. 74-75-76, Sector 6, Faridabad, Haryana(hereinafter referred to as “the Company”), produced beforeus by the Company for the purpose of issuing thiscertificate, in accordance with Regulation 34(3) read withSchedule V Para C Sub Clause 10(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015.
In our opinion and to the best of our information andaccording to the ver if ications (including DirectorIdentif ication Number (DIN) status at the por talwww.mca.gov.in) as considered necessary andexplanations furnished to us by the Company & its officers,we hereby certify that none of the Directors of the Companyfor the financial year ended on 31st March, 2019 have been
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
debarred or disqualified from being appointed or continuingas Directors of companies by the Securities and ExchangeBoard of India, Ministry of Corporate Affairs, or any suchother Statutory Authority.
Ensuring the eligibility for the appointment / continuity ofevery Director on the Board is the responsibility of themanagement of the Company. Our responsibility is toexpress an opinion on these based on our verification. Thiscertificate is neither an assurance as to the future viabilityof the Company nor of the efficiency or effectiveness withwhich the management has conducted the affairs of theCompany.
DECLARATION FOR THE COMPLIANCE WITH CODE OF CONDUCTPursuant to Regulation 34(3) read with Schedule V Para D of SEBI (Listing Obligations and Disclosure Requirements)regulations, 2015, I Sanjay Sharma, Executive Director of Talbros Engineering Limited, hereby confirm that all themembers of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code ofConduct.
To,The Members ofTalbros Engineering LimitedFaridabad (Haryana)
Report on the Ind AS financial statements
We have audited the accompanying Ind AS financialstatements of TALBROS ENGINEERING LIMITED (theCompany), which comprise the Balance Sheet as at March31st 2019, the Statement of Profit and Loss (including otherComprehensive Income), Statement of Changes in Equityand the Cash Flow Statement for the year then ended anda summary of significant Accounting policies and otherexplanatory information.
Management’s Responsibility for the Ind AS financialstatements
The Company’s Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act2013 (‘the Act”) with respect to the preparation of theseInd AS financial statements that give a true and fair viewof the financial position, financial performance and cashflows of the Company in accordance with the Accountingprinciples generally accepted in India, including theaccounting standards referred to in section 133 of the Actread with rule 7 of the Companies (Accounts) Rules 2014.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofAct for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities,selection and application of appropriate accountingpolicies, making judgements and estimates that arereasonable and prudent, and design implementation andmaintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy andcompleteness of accounting records relevant to thepreparation and presentation of the Ind AS financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these IndAS financial statements based on our audit.
We have taken into account the provisions of the act, theaccounting and auditing standards and matter which arerequired to be included in the audit report under theprovisions of the act and the rules made there under.
We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financialstatements are free from material misstatement.
An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the IndAS financial statements. The procedures selected dependon the auditor’s judgment, including the assessment of therisks of the material misstatement of the Ind AS financialstatements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal controlrelevant to the Company’s preparation of the Ind ASfinancial statements that give a true and fair view in orderto design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing anopinion on whether the Company has in place adequateinternal financial control system over financial reportingand the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of accountingpolicies used and reasonableness of the accountingestimates made by management, as well as evaluatingthe overall presentation of the Ind AS financial statements.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidInd AS financial statements give the information requiredby the Act in the manner so required and give a true andfair view in conformity with the accounting principlesgenerally accepted in India including the Ind AS, thefinancial position of the company as on March 31st 2019,and its financial performance including OtherComprehensive Income, its Cash flows and the changesin equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor’s Report)Order, 2016 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) ofsection 143 of the Act, we give in the Annexure ‘A’ astatement on the matters specified in paragraphs 3of the Order, to the extent applicable.
2) As required by section 143(3) of the Act, we reportthat:
a) we have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurpose of our audit;
b) in our opinion proper books of account asrequired by law have been kept by the Company
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TALBROS ENGINEERING LIMITED
so far as appears from our examination of thosebooks;
c) the Balance Sheet, Statement of Profit and Lossand the Cash Flow Statement dealt with by thisReport are in agreement with the books ofaccount;
d) in our opinion, the aforesaid Ind AS financialstatements comply with the AccountingStandards specified in section 133 of the Act,read with rule 7 of Companies (Accounts) Rules2014;
e) on the basis of written representations receivedfrom the directors as on March 31st 2019, andtaken on record by the Board of Directors, noneof the directors is disqualified as on March 31st2019, from being appointed as a director in termsSection 164(2) of the Act.
f) With respect to the adequacy of the internalfinancial controls over financial reporting of thecompany and the operating effectiveness of suchcontrols, refer to our separate Repor t in“Annexure B”.
g) With respect to the other matters to be includedin the auditors’ report in accordance with rule 11of The Companies (audit and Auditors) Rules,2014, in our opinion, and to the best of ourinformation and according to the explanationgiven to us:
i) The company has disclosed the impact ofpending litigations on its financial positionin its Ind AS financial statements.
ii) The Company did not have any long termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
iii) The company has duly transferred anyamounts that is required to be transferredto the Investor Education and ProtectionFund.
For D S R V AND CO LLP(Formerly known as Dinesh Mohan & Co.)
(As referred in paragraph 1 of Report on other legal andregulatory requirements of our report to the members ofTALBROS ENGINEERING LIMITED on the accounts forthe year ended March 31st 2019).
i) a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets.
b) As explained to us, the fixed assets have beenregular ly verif ied by the management atreasonable intervals. No material discrepancieshave been noticed on such verification during theyear.
c) Based on the audit procedures performed andaccording to the records of the company, titledeeds of the immovable properties are held withthe company.
ii) As explained to us, the inventory has been regularlyverified during the year and the frequency of suchverification is reasonable. As far as we could ascertainand according to the information and explanationsgiven to us, no material discrepancies were noticedbetween the physical stock and the book records.
iii) As per information and explanations given to us, theCompany has not granted any loans, secured orunsecured to companies, firms, Limited LiabilityPartnerships or other parties covered in the registermaintained under section 189 of the Companies Act2013. Accordingly sub-clauses (a), (b) and (c) of para(iii) of the Order are not applicable to the Company.
iv) In our opinion and according to the information andexplanation given to us, the company has compliedwith the provisions of section 185 and 186 of act, inrespect of loans, investments, guarantees, andsecurity to the extent applicable to it.
v) In our opinion and according to the information andexplanations given to us, the Company has compliedwith the directives issued by the Reserve Bank of Indiaand the provisions of Section 73 to 76 of the Act orany other relevant provisions of the Act and the rulesframed there under with regard to deposits acceptedfrom the public. We have been informed that no orderhas been passed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of India orany Court or any other Tribunal in this regard.
vi) To the best of our knowledge and as explained, thecompany is not required to maintain cost records asspecified by the Central Government under Section148(1) of the Companies Act 2013. Accordingly, Para(vi) of the order is not applicable to the Company.
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TALBROS ENGINEERING LIMITED
vii) (a) The Company has been generally regular indepositing with appropr iate author it iesundisputed statutory dues including ProvidentFund, Investor Education and Protection Fund,Employees’ State Insurance, Income Tax, SalesTax, Service Tax, Wealth Tax, Custom Duty,Excise Duty and Cess and any other materialstatutory dues applicable to it though there hasbeen a slight delay in few cases. According tothe information and explanations given to us noundisputed amounts payable in respect ofstatutory dues were in arrear as at 31st March2019 for a period of more than six months fromthe date they become payable except ESIpayable contractor ` 14,06,101/-.
(b) According to the information and explanationsgiven to us, there are no dues of Sales Tax,Income Tax, Custom Duty, Wealth Tax, ServiceTax, Excise Duty and Cess, which have not beendeposited on account of any dispute.
viii) Based on our audit procedures and as per theinformation and explanations given by themanagement, we are of the opinion that the companyhas not defaulted in repayment of loans to the bank.The company did not have any outstanding dues /loans in respect of financial institution, governmentor debentures during the year.
ix) We have verified that the end use of money raised bythe public issue is as disclosed in the notes to the IndAS financial statements. The company did not haveany terms loans outstanding during the year.
x) Based on the audit procedures performed for thepurpose of reporting the true and fair view of the IndAS financial statements and as per the informationand explanation given by the management, we reportthat no fraud on or by the company has been noticedor reported during the year except during the yearthe Company made advance for import of machinerybut payment of ` 77,01,953/- was hacked throughinternet fraud.
xi) In our opinion, the managerial remuneration has beenpaid in accordance with the requisite approvalmandated by the provisions of section 197 read withschedule V to the act.
xii) In our opinion the company is not a chit fund or anidhi / mutual benefit fund / society. Therefore, theprovision of clause 3(xii) of the order are not applicableto the company.
xiii) In our opinion, all the transactions with the relatedparties are in compliance with section 177 and 188 ofact, where applicable, and the details have been
disclosed in the financial statement as required byapplicable accounting standard.
xiv) The company has not made any preferential allotmentor private placement of shares or partly convertibledebentures during the year, therefore reporting underclause 3(xiv) shall not be applicable.
xv) According to the information and explanation givento us and on an overall examination of the Ind ASfinancial statements of the company, we report thatthe company has not entered into any cashtransactions with directors or persons connected withhim.
xvi) In our opinion the company is not required to beregistered under section 45-IA of the Reserve Bankof India Act, 1934.
For D S R V AND CO LLP(Formerly known as Dinesh Mohan & Co.)
Annexure to the independent Auditor’s Report ofTalbros Engineering Limited
Report on the Internal financial controls under clause(i) of Sub-section 3 of section 143 Of the CompaniesAct, 2013 (“the Act”)
We have audited the internal financial controls overfinancial reporting of M/s Talbros Engineering Limited (“thecompany”) as of March 31st 2019 in conjunction with ouraudit of the standalone Ind AS financial statements of thecompany for the year ended on that date.
Management’s responsibility for internal financialcontrols
The companies’ management is responsible forestablishing and maintaining internal financial controlsbased on the internal control over financial reporting criteriaestablished by the company considering the essentialcomponents of internal controls stated in the guidance Noteon the internal financial controls over Financial Reportingissued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and
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efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timelypreparation of reliable financial information as requiredunder the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on theCompany’s internal financial controls over financialreporting based on our audit. We conducted our audit inaccordance with the guidance notes on Audit of internalfinancial controls over financial reporting (the “GuidanceNote”) and the standards of auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of theCompanies Act, 2013, to the extent applicable to an auditof internal financial controls, both issued by the Instituteof Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether adequate financialcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system over financial reporting including obtainingan understanding of internal financial controls, assessingthe risk that a material weakness exists, and testing andevaluating the design and operating effectiveness ofinternal controls based on the assessed risk. Theprocedures selected depend on the auditor’s judgement,including the assessment of the risks of materialmisstatements of the Ind AS financial statements, whetherdue to fraud or error.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the company’s internal financial controls systemover financial reporting.
Meaning of internal financial controls over financialreporting
A company’s internal financial controls system overfinancial reporting is a process designed to providereasonable assurance regarding the reliability of financialrepor ting and the preparation of Ind AS financialstatements for the external purposes in accordance withgenerally accepted accounting principles. A company’sinternal financial controls system over financial reportingincludes those policies and procedures that
(1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the
transactions and disposition of the assets of thecompany;
(2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of IndAS financial statements in accordance with thegenerally accepted accounting principles, and thatreceipts and the expenditures of the company arebeing made only in accordance with authorisationsof management and directors of the company;
(3) provide reasonable assurance regarding preventionor timely detection of unauthorised acquisition, use,or disposition of the company’s assets that could havea material effect on the Ind AS financial statements.
Inherent limitation of internal financial controls overfinancial reporting
Because of the Inherent limitation of internal financialcontrols over financial reporting, including the possibilityof collution or improper management override of controls,material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluation ofthe internal financial controls over financial reporting tofuture periods are subject to the risk of the internal financialcontrols over financial reporting may become inadequatebecause of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the company has, in all material respects,an adequate internal financial controls over financialreporting and such of the internal financial controls overfinancial reporting were operating effectively as at March31st 2019, based on the of the internal financial controlsover financial reporting criteria established by the companyconsidering the essential components of internal controlstated in the guidance Note on Audit of the internal financialcontrols over financial reporting issued by the Institute ofChartered Accountant of India.
For D S R V AND CO LLP(Formerly known as Dinesh Mohan & Co.)
===================== =====================Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors ofFor DSRV AND CO LLP TALBROS ENGINEERING LIMITED(Formerly known as Dinesh Mohan & Co.)Chartered Accountants Sd/- Sd/-FRN: 006993 N Vijay Kumar Sharma Sanjay Sharma
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2019
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
Notes Year Ended Year Ended31st March, 2019 31st March, 2018------------------------------------------- ------------------------------------------
INCOMERevenue From Operations (Gross) 26 26,925.19 20,832.47Other Income 27 145.56 62.49
------------------------- ------------------------Total Income 27,070.75 20,894.96
===================== =====================EXPENSESCost of Raw Material Consumed 28 14,211.52 9,518.76Changes in Inventories of Finished Goods,Work in Progress and Stock-in-Trade 29 (949.82) (507.68)Excise duty on sale of goods - 436.27Employee Benefits Expenses 30 2,132.16 1,833.25Finance Costs 31 681.51 339.99Depreciation and Amortization Expense 32 652.56 490.43Other Expenses 33 9,136.63 7,478.21
===================== =====================Profit before Exceptional Items and Tax 1,206.19 1,305.74Exceptional Items 77.02 -
Profit before Tax 1,129.17 1,305.74Current Tax 290.00 350.00Deferred Tax 100.00 56.11Taxes For Earlier Years 18.78 408.78 4.35 410.45
----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- -----------------------------------------------------------Profit after Exceptional Items and Tax 720.39 895.28
----------------------------------------------------------- -----------------------------------------------------------Other Comprehensive Incomei) Items that will not be classified to profit or loss 10.92 12.29ii) Items that will be classified to profit or loss - -
------------------------- -------------------------Total Other comprehensive income 731.31 907.57
===================== =====================Earnings per Equity Share (Face Value of ‘10/-)Basic and Diluted Restated Earnings Per Share 14.41 17.88Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors ofFor DSRV AND CO LLP TALBROS ENGINEERING LIMITED(Formerly known as Dinesh Mohan & Co.)Chartered Accountants Sd/- Sd/-FRN: 006993 N Vijay Kumar Sharma Sanjay Sharma
Net Profit before taxation, and exceptional item 1,206.19 1,305.74Adjustment for:Depreciation 652.56 490.43Preliminary Expenses W/off - -Interest Paid 681.51 339.99Loss/(Profit) on Sale of Fixed Assets (5.66) 1.91Interest Received (0.73) (8.88)Exceptional Items (77.02) -
------------------------- -------------------------Operating Profit before Working Capital Changes 2,456.85 2,129.18
===================== =====================Adjustments for:-Trade and Other Receivables (1,442.65) (1,004.12)Inventories (1,518.92) (1,659.66)Other Current Assets 303.32 (151.94)Trade Payables 1,144.50 955.40Other Current Liabilities 1,853.32 971.16
------------------------- -------------------------CASH GENERATED FROM OPERATIONS: 2,796.41 1,240.01
===================== =====================Interest Received 0.73 8.88Purchase of Fixed Assets (2,601.30) (1,580.20)Sale of Fixed Assets 14.00 48.59Dividend Received
===================== =====================Proceeds from /(Repayment) of long Term Borrowings 797.15 890.49Proceeds from Share Capital - -Proceeds from Security Premium - -Dividend paid (76.15) (50.77)Dividend Distribution Tax Paid (16.12) (10.62)Proceeds from /(Repayment) of long Term Loans & Advances (280.03) (151.47)
===================== =====================INCREASE IN CASH OR CASH EQUIVALENTS (A+B+C) (46.83) 54.93Cash/Cash Equivalents as at 1st April (Opening Balance) 193.79 138.86Cash/Cash Equivalents as at 31st March (Closing Balance) 146.96 193.79
As per our report of even date For and on behalf of the Board of Directors ofFor DSRV AND CO LLP TALBROS ENGINEERING LIMITED(Formerly known as Dinesh Mohan & Co.)Chartered Accountants Sd/- Sd/-FRN: 006993 N Vijay Kumar Sharma Sanjay Sharma
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
1 COMPANY OVERVIEW
Talbros Engineering Limited (the ‘Company’) is a public company in India and incorporated under the provisions ofthe Companies Act, 1956. The company is engaged in manufacturing of Rear Axle Shafts. The company caters toboth international and domestic market. The company has its manufacturing plants at Plot No 74-75-76, Sector-6,Faridabad-121006, Plot No 35-38 & 57, Industrial Area, Hathin, Palwal, Plot No. 3, Sector 5, Faridabad, Plot No. 2,20/4, Nepco Compound, Faridabad and Plot No. 77, Sector 68, IMT Faridabad
2 BASIS OF PREPARATION OF FINANCIAL STATEMENTS
2.1 Statement of Compliance
(i) These standalone financial statements are prepared on going concern basis following accrual system ofaccounting and comply with the Indian Accounting Standards (Ind AS) notified under the Companies(Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto, the Companies Act,2013 (to the extent notified and applicable).
(ii) These Financial Statements were approved for issue by the Board of Directors on 20.05.2019
2.2 Basis of measurement
The Ind AS Financial Statements have been prepared on a going concern basis using historical cost conventionand on an accrual method of accounting, except defined benefit plans which have been measured at actuarialvaluation as required by relevant Ind ASs.
2.3 Functional and presentation currency
These Ind AS Financial Statements are prepared in Indian Rupee which is the Company’s functional currency.All financial information presented in Rupees has been rounded off to the nearest Lakhs with Two Decimals.
3 SIGNIFICANT ACCOUNTING POLICIES
These Financial Statements have been prepared in accordance with the Accounting policies, set out below andwere consistently applied to all the periods presented unless otherwise stated.
3.1 Revenue Recognition
a) Revenue is measured at the fair value of the consideration received or receivable, net of discounts,volume rebates, outgoing sales taxes and other indirect taxes excluding excise duty. Revenue from salesis recognised when all significant risks and rewards of ownership of the commodity sold are transferred tothe customer which generally coincides with delivery.
b) Export benefits are accounted on recognition of export sales. Dividend income is recognised when theright to receive payment is established. Interest income is recognised using effective rate of interestmethod.
c) Interest income is recognised on accrual basis determined by the amount outstanding and the rateapplicable and when there is no significant uncertainty as to measurability or collectability exists.
3.2 Property, Plant and Equipment
3.2.1 Property, plant and equipment
Property, plant and equipment are stated at the cost of acquisition or construction less accumulateddepreciation and write down for, impairment if any. Initial cost of property, plant and equipment comprisesof its purchase price, including import duties and non-refundable purchase taxes, attributable borrowingcost and any other directly attributable costs of bringing an asset to working condition and location forits intended use. Expenditure incurred after the property, plant and equipment have been put intooperation, such as repairs and maintenance, are normally charged to the statements of profit and lossin the period in which the costs are incurred. All other repair and maintenance costs are recognised inthe statement of profit and loss as incurred.
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3.2.2 Capital work in progress
Assets in the course of construction are capitalized in capital work in progress account. At the pointwhen an asset is capable of operating in the manner intended by management, the cost of constructionis transferred to the appropriate category of property, plant and equipment.
3.2.3 Depreciation
a) Depreciation on all fixed assets is charged on straight line method basis (SLM) over the estimateduseful life of the assets. Useful life of the assets is determined in accordance with schedule II tothe Companies Act, 2013.
b) During the current year, depreciation has been charged on double and triple shift basis, as peractual running of plants.
c) Depreciation is not recorded on capital work in progress until construction and installation arecomplete and asset is ready for its intended use.
3.2.4 Intangible assets
Intangible assets are recognized as per the criteria specified in Ind Accounting Standard 38 “IntangibleAssets” and recorded at the consideration paid for acquisition, whenever acquired.
3.2.5 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset thatnecessarily takes a substantial period of time to get ready for its intended use or sale are capitalisedas part of the cost of the asset. All other borrowing costs are expensed in the period in which theyoccur. Borrowing costs consist of interest and other costs that an entity incurs in connection with theborrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as anadjustment to the borrowing costs.
3.2.6 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-termdeposits with an original maturity of three months or less, which are subject to an insignificant risk ofchanges in value.For the purpose of the statement of cash flows, cash and cash equivalents consist ofcash and short-term deposits, as defined above.
3.2.7 Impairment of Non-financial assets
At the end of each year the company determines whether a provision should be made for impairmentloss on fixed assets by considering the indications that on impairment loss may have occurred inaccordance with the Ind accounting standard 36 on impairment of assets issued by the Institute ofChartered Accountants of India. An impairment loss is charged to statement of profit and loss in theyear in which asset is identified as impaired when the carrying value of the asset exceeds its recoverablevalue. The impairment loss recognized in prior accounting periods is reversed if there has been achange in the estimate of recoverable amount.
3.2.8 Inventories
Cost of inventory comprise of cost of purchase, cost of conversion and other costs includingmanufacturing overheads incurred in bringing them to their respective present location and condition.closing inventories have been valued as follows:
• Raw materials, Stores, Spares & Packing Material are valued at lower of cost or net realisablevalue.Cost is determined on First in First Out (FIFO) basis.
• Finished goods and work in progress are valued at cost. Cost includes variable and fixed overheadsallocated to work in progress and finished goods
3.2.9 Taxation
a) Current income tax assets and liabilities are measured at the amount expected to be recoveredfrom or paid to the taxation authorities. The tax rates and tax laws used to compute the amount arethose that are enacted or substantively enacted, at the reporting date.Current income tax relating
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to items recognised outside profit or loss is recognised outside profit or loss (either in othercomprehensive income or in equity). Current tax items are recognised in correlation to the underlyingtransaction either in OCI or directly in equity. Management periodically evaluates positions takenin the tax returns with respect to situations in which applicable tax regulations are subject tointerpretation and establishes provisions where appropriate.
b) The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to theextent that it is no longer probable that sufficient taxable profit will be available to allow all or partof the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at eachreporting date and are recognised to the extent that it has become probable that future taxableprofits will allow the deferred tax asset to be recovered.Deferred tax relating to items recognisedoutside profit or loss is recognised outside profit or loss (either in other comprehensive income orin equity). Deferred tax items are recognised in correlation to the underlying transaction either inOCI or directly in equity.Deferred tax assets and deferred tax liabilities are offset if a legallyenforceable right exists to set off current tax assets against current tax liabilities and the deferredtaxes relate to the same taxable entity and the same taxation authority.
c) Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economicbenefits in the form of adjustment to future income tax liability, is considered as an asset if there isconvincing evidence that the Company will pay normal income tax.In the year in which the MATcredit becomes eligible to be recognized as an asset in accordance with the recommendationscontained in guidance note issued by the Institute of Chartered Accountants of India, the saidasset is created by way of a credit to the Profit and Loss Account and shown as MAT CreditEntitlement under Loans & Advances. The Company reviews the same at each balance sheet dateand writes down the carrying amount of MAT Credit Entitlement to the extent there is no longerconvincing evidence to the effect that Company will pay normal Income Tax during the specifiedperiod.
3.2.10 Employee benefit schemes
Retirement benefits to employees comprise contribution to Provident Fund, Gratuity and LeaveEncashment under the scheme of the company. The company makes yearly contribution to the ProvidentFund authorities in accordance with the provisions of the relevant statute. The contributions to theprovident fund are charged to the statement of profit and loss for the year.
a) Gratuity
Gratuity is a defined benefit obligation. The liability is provided for on the basis of acturial valuationmade at the end of each financial year. Valuation is done on “Projected Unit Credit Method”.Gratuity is administered by a trust formed for this purpose through the Group Gratuity with LifeIncorporation of India.
b) Leave encashment
Leave Encashment liability, being a retirement benefit, is accounted for on actuarial valuationbasis.
3.2.11 Provision for liabilities and charges, Contingent liabilities and contingent assets
Provisions involving substantial degree of estimation in measurement are recognized when there is apresent obligation as a result of past events and it is probable that there will be an outflow of resources.Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty,are treated as contingent, and disclosed by way of notes to the accounts. Contingent assets areneither recognized nor disclosed in the Financial statements.
3.2.12 Foreign currency transactions
Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction.Foreign currency denominated monetary assets and liabilities are restated into the functional currencyusing exchange rates prevailing on the balance sheet date. Gains and losses arising on settlementand restatement of foreign currency denominated monetary assets and liabilities are included in the
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TALBROS ENGINEERING LIMITED
statement of profit and loss. The Company’s financial statements are presented in INR. The Companydetermines the functional currency as INR on the basis of primary economic environment in which theentity operates.
3.2.13 Earnings per share
Earning Per Share (EPS) is calculated by dividing the Net Profit or Loss for the period attributable toequity shareholders by the Weighted Average Number of equity shares outstanding during the perioddetermined as per Accounting Standard.
For the purpose of calculating Diluted Earning Per share, the Net Profit or Loss for the period attributableto equity shareholders is divided by the Weighted Average Number of shares outstanding during theperiod determined as per Accounting Standard after adjusting for the effects of all dilutive potentialequity shares.
The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periodspresented for any share splits and bonus shares issues including for changes effected prior to theapproval of the financial statements by the Board of Directors.
3.2.14 Segment Reporting
The entire operations of the company relates to only one Segment, VIZ. Automobile Components.Hence, as per IND AS-108 issued by ICAI, there is no reportable Segment
3.2.15 Cash Flow Statement
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits. Cash flows are reported using the indirect method, whereby a profit before tax is adjustedfor the effects of transactions of non cash nature and any deferrals or accruals of past or future cashpayments or receipts. The cash flows from operating, financing and investing activities of the companyare segregated.
3.2.16 Research and development
Revenue expenditure towards research and development is charged to the statement of profit andloss in the year it is incurred. Capital expenditure on research and development related to property,plant and equipments is included in the cost of related property, plant and equipments.
3.2.17 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance ofthe arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment ofthe arrangement is dependent on the use of a specific asset or assets and the arrangement conveysa right to use the asset or assets, even if that right is not explicitly specified in an arrangement.Operating lease payments are recognised as an expense in the statement of profit and loss on astraight-line basis over the lease term.
3.2.18 Use Of Estimates
The preparation of the financial statements in conformity with Ind AS requires management to makejudgements, estimates and assumptions that affect the application of accounting policies and thereported amounts of assets, liabilities, income, expenses and disclosures of contingent assets andliabilities at the date of these financial statements and the reported amounts of revenues and expensesfor the years presented. Actual results may differ from these estimates under different assumptionsand conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisionsto accounting estimates are recognised in the period in which the estimate is revised and futureperiods affected. In particular, information about significant areas of estimation uncertainty and criticaljudgments in applying accounting policies that have the most significant effect on the amountsrecognized in the financial statements.
3.2.19 Share Issue Expenses
Share issue expenses are adjusted from Securities Premium Account at the time of issue of respectiveshares as prescribed under the provisions of companies Act.
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3.2.20 Financial Istruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financialliability or equity instrument of another entity.
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
4 FIXED ASSETS As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
11 CASH AND CASH EQUIVALENTSCash in hand 0.61 0.19Balances with banksIn current accounts 133.63 182.25Fixed Deposit with Bank (Current Maturity) 0.43 0.40
------------------------- -------------------------Total Other Current Assets 304.92 465.49
===================== =====================
16 EQUITY SHARE CAPITAL16.1 AUTHORISED SHARE CAPITAL
51,00,000 (P.Y. 51,00,000) Equity Shares of `10/- each 510 510
16.2 ISSUED, SUBSCRIBED AND FULLY PAID UP CAPITAL50,76,504 (P.Y. 50,76,504) Equity Shares of `10/- each fully paid up 507.65 507.65
------------------------- -------------------------Total Issued, Subscribed and fully paid up capital 507.65 507.65
===================== =====================
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NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
16.3 RECONCILIATION OF THE SHARES OUTSTANDING AT THE BEGINNING AND THE END OF THEREPORTING PERIODEquity sharesAt the beginning of the year 5,076,504 2,538,252Add: Right Shares issued during the year - -Add: Bonus shares issued during the year - 2,538,252Less: Shares forfeited, etc - -
--------------------------- ---------------------------Outstanding at the end of the year 5,076,504 5,076,504
======================= =======================
16.4 TERMS/ RIGHTS AND RESTRICTIONS ATTACHED TO EQUITY SHARESThe company has only one class of equity shares having par value of INR ‘10/-. per share. Each holder ofequity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuingAnnual General Meeting.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number ofequity shares held by the shareholders. During the year ended 31st March 2019, the amount of dividend pershare distributed to equity holders was INR 1.50/- per share. The total dividend Appropriation paid for theyear ended 31st March 2018 amounts to INR 76,14,756/- excluding Dividend Distribution Tax of INR16,12,120/-. For the Financial year ended on 31st March 2019, the directors have proposed a dividenddistribtion to equity shareholders at 15%, being ` 1.50/-per share.
16.5 DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
As at 31st March, 2019 As at 31st March, 2018
No. of No. ofShares % Shares %
Rajesh Talwar 1010498 19.91% 1010498 19.91%
Gita Talwar 1011754 19.93% 1011754 19.93%
Rakesh Talwar 592634 11.67% 592634 11.67%
Naini Talwar 294660 5.80% 294660 5.80%
Sartaj K Sahni 451004 8.88% 451004 8.88%
Rakesh Talwar ( HUF) 272414 5.37% 272414 5.37%
Shweta Talwar 358873 7.07% 357890 7.05%
As per the records of the company, including its register of shareholders / members and other declarations receivedfrom the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficialownership of shares.
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TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
17 OTHER EQUITY17.1 CAPITAL RESERVE 174.87 174.8717.2 SECURITIES PREMIUM ACCOUNT 179.37 179.3717.3 REVALUATION RESERVE 8.80 9.1017.4 GENERAL RESERVE 307.25 307.2517.5 OTHER RESERVES 76.30 76.3017.6 RETAINED EARNINGS 4,497.93 3,869.81
17.2 SECURITIES PREMIUM ACCOUNTAs per last balance sheet 179.37 433.20Add: Security premium raised during the year - -Less: Bonus Shares Issued - (253.83)
17.6 RETAINED EARNINGSAs per last balance sheet 3,869.81 3,035.91Profit for the year 720.39 895.28Add: Transfer from Other Comprehensive Income (10.92) (12.29)Less : Transfer to General reserveDividend on equity shares 76.15 50.77Dividend distribution tax on dividend 16.12 10.62
======================= =======================OTHER COMPREHENSIVE INCOMERemeasuremente of Defined Benefit Obligation(net) 10.92 12.29Transfer to retaned earnings 10.92 12.29
Loans and advances from related parties 845.61 799.99From others - 500.00
--------------------------- ---------------------------Total unsecured long term borrowings (II) 845.61 1,299.99
--------------------------- ---------------------------Total Long Term Borrowings (I+II) 3,252.80 2,460.15
======================= =======================
18.1 The requisite particulars in respect of secured long term borrowings are as under:
Particulars of loan/security/ Terms of Repayment As at 31st As at 31st
guarantee March, 2019 March, 2018TERM LOANS FROM BANKS
1 TERM LOANS FROM HDFC BANK Closing Balance
INR 520.99 INR 724.67
Current Maturity
INR 223 INR 203.67
Non-Current Maturity
INR 298 INR 520.99
2 TERM LOANS FROM YES BANK Closing Balance
INR 770 INR 700.00
Current Maturity
INR 260 INR 200.00
Non-Current Maturity
INR 510 INR 500.00
Term Loans from HDFC Bank Limited aresecured by First pari-passu charge by wayof hypothecation of the Company’s assets ,both present and future, and further securedby equitable mortgage on Plot no. 74-75,Sector-6, Faridabad, Plot No. 35-38, Hathinand exclusive charge on Plot No. 77, Sector-68, Faridabad. The Term Loans are furthersecured by personal guarantees of Presidentand Chief Operating Officer of the company.The rate of Interest is 9% p.a.
Term Loans from Yes Bank Limited aresecured by First pari-passu charge on allpresent and future moveable and immovablefixed assets of the company viz. Plot no. 74-75, Faridabad and Plot no. 35-38, HathinPalwal,and exclusive charge on Plot no. 76,Sector-6, Faridabad and further secured byhypothecation of current assets both presentand future. The Term Loans are furthersecured by personal guarantees of Presidentand Chief Operating Officer of the company.Applicable rate of interest is half yearly MCLRwith half yearly interest reset.
Monthly payment ofequated monthlyInstallments beginningfrom the month ofdisbursement.
Monthly payment ofequated monthlyInstallments beginningfrom the month ofdisbursement.
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TALBROS ENGINEERING LIMITED
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
20 LONG TERM PROVISIONAnnual Leave Payable 35.79 31.29
--------------------------- ---------------------------Total Long Term Provision 35.79 31.29
======================= =======================
21 SHORT TERM BORROWINGSSECUREDWorking Capital Loans From Banks*
HDFC Bank Ltd. 564.49 251.65
Yes Bank Ltd. 1,212.56 956.75
DBS Bank Ltd. 1,433.27 1,182.52
HSBC Bank Ltd. 793.67 ---------------------------- ---------------------------
Total Short Term Borrowings 4,003.99 2,390.93======================= =======================
* The facilities from banks are secured by way of hypothecation of stock in trade and book debts and furthersecured by way of a second charge on immovable properties of the company. The facilities of working capital frombanks are further secured by personal guarantees of President and COO of the company.
Particulars of loan/security/ Terms of Repayment As at 31st As at 31st
guarantee March, 2019 March, 20183 TERM LOANS FROM NBFCS Closing Balance
INR 1,931 INR 150.00
Current Maturity
INR 341 INR 22.56
Non-Current Maturity
INR 1,590 INR 127.44
4 VEHICLE LOANS FROM BANKS Closing Balance
INR 22 INR 33.08
Current Maturity
INR 14 INR 22.36
Non-Current Maturity
INR 9 INR 11.72
Term loans from Bajaj finance Limited aresecured by exclusive charge on plant andmachinery purchased and procured out oftheir loan proceeds. The Term Loans arefurther secured by personal guarantees ofPresident and Chief Operating Officer of thecompany. The rate of Interest is 8.5% linkedto BFL Linked base rate.
Vehicles Loans are secured againstHypothecation of Vehicles. The rate of Interestis at the rate of 8.50% p.a to 12.08% p.a.
Monthly payment ofequated MonthlyInstallments beginningfrom the Year of taking theloan
Monthly payment ofequated MonthlyInstallments beginningfrom the Year of taking theloan
56
TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
22 TRADE PAYABLESDues to MSME* 21.05 -Dues of other than MSME 3,144.03 2,020.58
* The above information as required to be disclosed under Micro, Small and Medium Enterprises Development Act,2006 has been determined to the extent such parties have been identified on the basis of information provided bythe parties to the Company.
23 OTHER FINANCIAL LIABILITIESCurrent Maturities of Long Term Debt 837.18 447.59
Interest accrued and due on Borrowings - -
Interest accrued but not due on borrowings 16.24 12.19
Creditors for Expenses 378.78 402.32
Creditors for Capital Expenditure 64.59 35.74
Unpaid Dividends 12.29 10.95Other Liabilities:-
Accrued Salary & Benefits 61.99 51.57
Security Job Contractors 30.36 29.31
Other payables 286.14 224.27--------------------------- ---------------------------
Total 1,687.56 1,213.94======================= =======================
24 OTHER CURRENT LIABILITIESAdvance from Customers 1.85 0.96
25 PROVISIONSProvision for Employee Benefits 37.73 34.65
--------------------------- ---------------------------Total Short Term Provisions 37.73 34.65
======================= =======================
57
TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs unless otherwise stated)
For the year ended For the year ended31st March, 2019 31st March, 2018-------------------------------------------- -------------------------------------------
26 REVENUE FROM OPERATIONSSALE OF PRODUCTSDomestic Sales 20,590.42 16,257.40
--------------------------- --------------------------- (Increase) / Decrease In Stock (949.82) (507.68)
======================= =======================
58
TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
For the year ended For the year ended31st March, 2019 31st March, 2018-------------------------------------------- --------------------------------------------
30 EMPLOYEE BENEFITS EXPENSESalaries and Wages 1,688.89 1,445.70
Contribution to Provident and other Funds 57.88 53.33
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
For the year ended For the year ended31st March, 2019 31st March, 2018-------------------------------------------- --------------------------------------------
Telephone Expenses 7.70 9.41
Legal & Professional Charges 76.46 56.85
Membership & Subscription 0.32 1.11
Charity & Donation 2.15 1.91
Corporate Social Responsibility Expense 22.36 12.46
Total Administrative Expense (II) 2,060.97 1,749.17--------------------------- ---------------------------
Total Other Expenses (I+II) 9,136.63 7,478.21======================= =======================
34 EXCEPTIONAL ITEMSDuring the year the Company made advance for import of Machinery but the payment was hacked through internetfraud. The same is being written off as irrecoverable after receipt of Police report on the same. The write off istreated as an Exceptional item and is shown accordingly.
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
35 CORPORATE SOCIAL RESPONSIBILITY ACTIVITIESa) Gross amount required to be spent during the year 18.93 14.62
Amount unspent for financial year 2017-18 3.37 0.82---------------------------
Total Amount to be spent on CSR for the year 22.30 15.43
b) Amount spent during the year on 22.36 12.06
i) Construction/ acquisition of any asset NIL NIL
ii) On purposes other than i) above 22.36 12.06
36 SEGMENT REPORTINGThe entire operations of the company relates to only one operating Segment, VIZ. Automobile Components. Hence,as per Ind AS-108 issued by ICAI, there is no reportable Segment.
60
TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
As at As at31st March, 2019 31st March, 2018------------------------------------------- -------------------------------------------
37 FOREIGN CURRENCY TRANSACTIONS:I. CIF Value of Imports:
a) Plant & Machinery 79.42 4.29
II. Expenditure in Foreign currencya) Commission on Export Sales 12.60 11.26
b) Foreign Travel (Foreign Exchange Utilized) 14.37 14.46
c) Repair & Maint. (Plant & Mach.) 0.38 1.01
III. Earnings in Foreign ExchangeValue of Export on F.O.B. basis 5,128.19 4,146.01
IV. Dividend paid in Foreign CurrencyDetails of amount remitted during the year in foreign 0.01 NILcurrency on account of dividend
38 EARNING PER SHAREEarning per Share computed in accordance with Accounting Standard (Ind AS-33)
For the year ended For the year ended31st March, 2019 31st March, 2018-------------------------------------------- --------------------------------------------
a ) NumeratorNet profit after taxation as per Statement of Profit and Loss 808.33 907.57(before Exceptional items)
Net profit after taxation as per Statement of Profit and Loss 731.31 907.57(After Exceptional Items)
b ) DenominatorNo. of Shares at the beginning of the year 5,076,504 5,076,504Total Equity shares outstanding at the end of the year 5,076,504 5,076,504Weighted Average no of Equity shares for the year 5,076,504 5,076,504Weighted Average of Diluted Equity shares for the year 5,076,504 5,076,504
c ) Face value per Share (`) 10 10d ) Earning Per Share
Basic and Diluted (before Exceptional Items) 15.92 17.88Basic and Diluted (After Exceptional Items) 14.41 17.88
39 ASSETS TAKEN ON OPERATING LEASE AS PER IND AS-17a) The Company has during the year taken assets on non-cancellable operating lease. The Minimum lease
payments charged to Profit & Loss account during the year for the Company aggregates to INR 43.83 Lakhs.b) Future commitments in respect of mimimum lease payments payable in respect of aforesaid lease entered by
the company are as follows:
Particulars As at As at31.03.2019 31.03.2018----------------------------- -----------------------------
Not later than one year 63.67 48.46Later than one year and not later than five years 250.38 212.09
Later than five years - -
61
TALBROS ENGINEERING LIMITED
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019
(All Amount in `̀̀̀̀ Lakhs, unless otherwise stated)
As at As at31.03.2019 31.03.2018----------------------------- -----------------------------
40 CONTINGENT LIABILITIES AND COMMITMENTSCONTINGENT LIABILITIESa) Guarantees 8.00 8.00
b) Bills discounted from Kotak Mahindra Bank Ltd withrecourse not due for payment 787.71 697.18
c) Estimated amount of contracts remaining to be executedon capital account and not provided - -
Total value of Contracts 1,113.13 562.04
Contracts Remaining to be executed 767.88 393.32
41 LICENSED AND INSTALLED CAPACITY Axles Shafts Axles Shafts(Nos.) (Nos.)
----------------------------- -----------------------------Licensed Capacity N.A. N.A.Installed Capacity Per Annum (As certified by the Management and 2100000 1800000relied upon by the Auditors being a technical matter)
Actual Production 1928002 1651580
42 TURNOVER, PURCHASE, OPENING AND CLOSING STOCK OF GOODS, CONSUMPTION ETC. (`̀̀̀̀ in Lakhs)
TURNOVER For the Year Ended For the Year Ended31st March, 2019 31st March, 2018
Finished Goods: Units Quantity Value Quantity Value
Axle Shafts Nos 1,925,302 25,797.53 1,651,778 20,469.29
Scrap and Others Kgs 4,365,495 891.32 2,248,130 363.19
Total 26,688.85 20,832.47
STOCKS OF GOODS
Opening Stock:
Axle Shafts Nos - - 198.00 -
Closing Stock:
Axle Shafts Nos 2,700.00 35.31 - -
43 CONSUMPTION ANALYSIS
43.1 CONSUMPTION OF RAW MATERIAL AND COMPONENTS:- ( `̀̀̀̀ in Lakhs)
For the Year Ended For the Year Ended31st March, 2019 31st March, 2018
43.2 COMPOSITIONS OF STORES , SPARES AND TOOLS CONSUMED:-
For the Year Ended For the Year Ended31st March, 2019 31st March, 2018
Quantity Value Quantity Value
Indigenous 100% 2,917.79 100% 2,419.64
Total 100% 2,917.79 100% 2,419.64
44 RELATED PARTY DISCLOSURE AS PER (IND AS-24) ISSUED BY ICAI:-44.1 KEY MANAGERIAL PERSONNEL AND THEIR RELATIVES
Mr. Tarun Talwar C.O.O.Mr. Sanjay Sharma Director (From 1st November 2018)Mr. Vijay Kumar Sharma DirectorMr. Ankush Jindal Company SecretaryMr. Kanwar Pal Pawar CFOMr. Tarun Talwar (HUF) HUF of Mr. Tarun TalwarMr. Rajesh Talwar Father of Tarun TalwarMs. Gita Talwar Mother of Mr. Tarun TalwarMs. Sameena Talwar Sister of Mr. Tarun TalwarMs. Shweta Talwar Wife of Mr. Tarun Talwar
Name of Person Nature of Transaction Transaction Amount Receivables/(Payables)
31.03.2019 31.03.2018 31.03.2019 31.03.2018
MR. TARUN TALWAR SALARY 52.80 40.80 (2.55) (0.99)
MR. SANJAY SHARMA SALARY 4.86 6.40 (0.68) -
MR. VIJAY KUMAR SHARMA SALARY 11.60 10.54 (0.82) (0.55)
MR. ANKUSH JINDAL SALARY 7.07 6.22 (0.53) (0.46)
MR. KANWAR PAL PAWAR SALARY 3.92 3.59 (0.31) (0.28)
MR. TARUN TALWAR (HUF) INTT. ON LOAN - 0.08 - -
UNSECURED LOAN REPAID - 2.30 - -
MR. RAJESH TALWAR SALARY 50.40 33.00 (2.11) (1.09)
40.1 LEAVE ENCASHMENTFollowing Basis were adopted for the computation of the said liabilities
a) Mortality Table : LIC 1994-96 Ultimateb) Suitable adjustment in respect of withdrawals and other Restrictive provisions.
c) Future (expected) payment based on terminals salary.
Determined by assuming salary Numbers of Actuarial Value of Numbers of Actuarial Value ofrise of 6% per annum have been Employees Leave Encashment Employees Leave Encashmentdiscounted by assuming the for 31.03.2019 for 31.03.2018imputed rate of interest of 8 %per annum 241 35.79 234 31.29
As at As at31.03.2019 31.03.2018----------------------------- -----------------------------
EMPLOYEE BENEFITSDefined Contribution Plans:-The Company has recognised INR 10,23,611/- as expenses in the Statement of Profit and loss account for theyear, (P.Y. INR 8,49,708/- as expense in Statement of Profit & Loss.)
Defined Benefit Plans :-The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of servicegets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The schemeis funded.
The following tables summarize the components of net benefit expense recognized in the Statement of Profit &Loss, the funded status and amounts recognized in the balance sheet for the respective plans (as per ActuarialValuation as on 31st March 2019).
Plan LiabilityThe actuarial value of gratuity liability calculated on the above assumptions works out as under.
Date Ending 31/03/2019 31/03/2018
Present value of obligation as at the end of the period 148.17 129.11
Service Cost 31/03/2019 31/03/2018
a) Current Service Cost 10.49 9.91
b) Past Service Cost including curtailment Gains/Losses - 5.97
c) Gains or Losses on Non routine settlements - -
d) Total Service Cost 10.49 15.88
Net Interest Cost 31/03/2019 31/03/2018
a) Interest Cost on Defined Benefit Obligation 9.98 10.43
b) Interest Income on Plan Assets 10.15 10.30
c) Net Interest Cost (Income) -0.17 0.13
64
TALBROS ENGINEERING LIMITED
Change in Benefit Obligation 31/03/2019 31/03/2018
a) Present value of obligation as at the beginning of the period 129.11 141.57
b) Acquisition adjustment - -
c) Interest Cost 9.98 10.43
d) Service Cost 10.49 9.91
e) Past Service Cost including curtailment Gains/Losses - -
f) Benefits Paid (16.91) (18.61)
g) Total Actuarial (Gain)/Loss on Obligation 15.50 (20.16)
h) Present value of obligation as at the End of the period 148.17 129.11
Bifurcation of Actuarial Gain/Loss on Obligation 31/03/2019 31/03/2018
a) Actuarial (Gain)/Loss on arising from Change in DemographicAssumption - -
b) Actuarial (Gain)/Loss on arising from Change in FinancialAssumption 0.86 (2.98)
c) Actuarial (Gain)/Loss on arising from Experience Adjustment 14.65 (17.18)
Actuarial Gain/Loss on Plan Asset 31/03/2019 31/03/2018
a) Expected Interest Income 10.15 10.30
b) Actual Income on Plan Asset 10.25 10.17
c) Actuarial gain/(loss) for the year on Asset 0.09 (0.13)
Balance Sheet and related analysis 31/03/2019 31/03/2018
a) Present Value of the obligation at end 148.17 129.11
b) Fair value of plan assets 144.43 131.36
c) Unfunded Liability/provision in Balance Sheet (3.75) 2.25
The amounts recognized in the income statement. 31/03/2019 31/03/2018
a) Total Service Cost 10.49 15.88
b) Net Interest Cost (0.17) 0.13
c) Expense recognized in the Income Statement 10.32 16.01
Other Comprehensive Income (OCI) 31/03/2019 31/03/2018
a) Net cumulative unrecognized actuarial gain/(loss) opening — —
b) Actuarial gain/(loss) for the year on PBO 15.50 20.16
c) Actuarial gain/(loss) for the year on Asset 0.09 (0.13)
d) Unrecognized actuarial gain/(loss) for the year 15.41 20.03
65
TALBROS ENGINEERING LIMITED
Change in plan assets 31/03/2019 31/03/2018
a) Fair value of plan assets at the beginning of the period 131.36 139.81
b) Actual return on plan assets 10.58 10.26
c) Fund Management Charges (0.33) (0.09)
c) Employer contribution 19.73 -
d) Benefits paid (16.91) (18.61)
e) Fair value of plan assets at the end of the period 144.43 131.36
Major categories of plan assets (as percentage of total plan assets) 31/03/2019 31/03/2018
a) Government of India Securities — —
b) State Government securities — —
c) High Quality Corporate Bonds — —
d) Equity Shares of listed companies — —
e) Property — —
f) Funds Managed by Insurer 100% 100%
g) Bank Balance — —
Total 100% 100%
Change in Net Defined Benefit Obligation 31/03/2019 31/03/2018
a) Net defined benefit liability at the start of the period (2.25) 1.77
b) Acquisition adjustment - -
c) Total Service Cost 10.49 15.88
d) Net Interest cost (Income) (0.17) 0.13
e) Re-measurements 15.41 (20.03)
f) Contribution paid to the Fund (19.73) -
g) Benefit paid directly by the enterprise - -
h) Net defined benefit liability at the end of the period 3.75 (2.25)
Bifurcation of PBO at the end of year in current and non current. 31/03/2019 31/03/2018
a) Current liability (Amount due within one year) 4.79 19.67
b) Non-Current liability (Amount due over one year) 143.38 109.44
Total PBO at the end of year 148.17 129.11
Expected Contribution for the next annual reporting period 31/03/2019 31/03/2018
a) Service Cost 13.4 10.41
b) Net Interest Cost 0.3 (0.17)
c) Expected Expense for the next annual reporting period 13.7 10.24
Sensitivity Analysis of the defined benefit obligation.
a) Impact of the change in discount rate
Present Value of Obligation at the end of the period 148.47
a) Impact due to increase of 0.50% (5.28)
b) Impact due to decrease of 0.50 % 5.64
b) Impact of the change in salary increase
Present Value of Obligation at the end of the period 148.17
a) Impact due to increase of 0.50% 4.66
b) Impact due to decrease of 0.50 % (4.39)
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
46 In the opinion of the management, the value on realization of current assets, loans & advances in the ordinarycourse of business would not be less than the amount at which they are stated in the Balance Sheet and provisionsfor all known liabilities has been made.
47 Previous year figures have been regrouped/ reclassified wherever necessary to correspond with the current yearclassification/ disclosure.
48 All amounts in the financial statements are rounded off to the nearest of Lakhs upto two decimals, except asotherwise stated.
49 Current year figures are shown in bold prints.
As per our report of even date For and on behalf of the Board of Directors of
For DSRV AND CO LLP TALBROS ENGINEERING LIMITED(Formerly known as Dinesh Mohan & Co.)Chartered Accountants Sd/- Sd/-FRN: 006993 N Vijay Kumar Sharma Sanjay Sharma
