Dear Members,
Your Directors are pleased to present the 66th Annual Report on the business and
operations of your Company along with Audited Financial Statements (Standalone and
Consolidated) and the Auditors' Report thereon for the Financial Year ended March 31,
2023.
Financial Highlights:
|
|
|
|
(Rs. in Lacs) |
Particulars: |
Standalone |
Consolidated |
|
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Revenue from Operations |
64,718.32 |
57,724.03 |
64,718.32 |
57,724.03 |
Profit before Interest and Depreciation |
9,349.61 |
8,317.98 |
9,349.61 |
8,317.98 |
Less : Interest |
1,135.87 |
1,176.73 |
1,135.87 |
1,176.73 |
Depreciation |
2,372.34 |
2,288.65 |
2,372.34 |
2,288.65 |
Profit/(Loss) before Exceptional Items, share in profit of joint ventures (net) and
tax |
5,841.40 |
4,852.60 |
5,841.40 |
4,852.60 |
Exceptional Items |
- |
- |
- |
- |
Profit/(Loss) before share in profit of joint ventures (net) and tax |
5,841.40 |
4,852.60 |
5,841.40 |
4,852.60 |
Share in profit/(loss) of joint ventures (net) |
- |
- |
1,187.37 |
783.67 |
Profit before Tax |
5,841.40 |
4,852.60 |
7,028.77 |
5,636.27 |
Less: Provision for Tax |
1,517.48 |
1,294.34 |
1,517.48 |
1,294.34 |
Provision for Deferred Tax |
(53.22) |
(201.12) |
(53.22) |
(201.12) |
Less: (Excess)/ Short provision of tax for earlier years written back/ provided |
6.81 |
54.43 |
6.81 |
54.43 |
Profit after Tax |
4,370.33 |
3,704.95 |
5,557.70 |
4,488.62 |
Other Comprehensive Income |
|
|
|
|
a) Items that will not be reclassified to profit and loss |
1,720.43 |
1,717.78 |
1,716.00 |
1,178.09 |
b) Income tax relating to items that will not be reclassified to profit and loss |
(401.38) |
(400.65) |
(401.38) |
(400.65) |
Total other comprehensive income |
1,319.05 |
1,317.13 |
1,314.62 |
1,317.44 |
Total comprehensive income |
5,689.38 |
5,022.08 |
6,872.32 |
5,806.06 |
The Financial Statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to
section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.
BUSINESS REVIEW
After a turbulent couple of years characterised by the COVID-19 pandemic and major
disruptions to economic activity, the global economy started to recover in the
post-pandemic period.
However, there were issues like incremental inflation, trade wars, and geopolitical
conflicts coupled with rising costs of living. Major global central banks played a
critical role in navigating these challenges but their efforts to curb inflation through
interest rate hikes slowed economic activity in major developed markets while many
developing markets are expected to outperform developed economies in 2023. The reopening
of China is expected to provide strong support for the recovery of emerging markets
Looking ahead, global growth is expected to reach 2.8% in 2023 before rising to 3.0% in
2024.
Global inflation is projected to rise from 4.7% in 2021 to 8.7% in 2022, before falling
to 7% in 2023.
During the period under review, your Company remained focused on manufacturing,
logistics for growth and continuity in operations with renewed vigor ensuring ample safety
measures for its employees.
FINANCIAL REVIEW
In 2022-23, Gasket division sales is Rs.427.50 Crores, up by 14.13 % as compared to
2021-22 turnover of Rs.374.55 Crores.
In 2022-23, Forging division sales is Rs.219.68 Crores, up by 8.38 % as compared to
2021-22 turnover of Rs.202.69 Crores.
During the Financial Year 2022-23, your company on standalone basis recorded a turnover
of Rs.647.18 Crores, 12.12% higher as compared to the last Financial Year 2021-22 with
gross turnover of Rs.577.24 Crores. Profit after tax (PAT) for the Company for 2022-23 was
Rs.43.70 Crores, 17.95 % higher as compared to the PAT of Rs.37.05 Crores in the previous
year 2021-22.
The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of
Rs.86.15 Crores, increases by 18.65% as compared to last financial year 2021-22 with
turnover of Rs.72.61 Crores. PAT of LTL was Rs.11.79 Crores, higher by 22.81 % as compared
to PAT of Rs.9.60 Crores in the previous year 2021-22.
The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) has recorded a
turnover of Rs.209.80 Crores, higher by 27.55% as compared to last Financial Year 2021-22
with turnover of Rs.164.48 Crores. PAT of MMT was Rs.11.48 Crores, higher by 41.73% as
compared to Rs.8.10 Crores in the previous year 2021-22.
Talbros Marugo Rubber Private Limited (TMR), another JV Company has recorded a turnover
of Rs.85.32 Crores, higher by 55.32% as compared to last Financial Year 2021-22 of
Rs.54.93 Crores. PAT of TMR was Rs.2.84 as compared to Rs.(0.11) Crores in the previous
financial year 2021-22.
During the Financial Year 2022-23, the consolidated total revenues increased by 12.12%
from Rs.577.24 Crores in 202122 to Rs.647.18 Crores.
NEW INITIATIVES & FUTURE OUTLOOK
Your Company is a diversified auto components player with presence across two wheelers,
passenger vehicles, commercial vehicles and farm equipments. Our business is broadly
divided into Gaskets and Forgings. We are also having three joint ventures with global
auto gaints for gaskets, suspension and rubber components. In gaskets we continue to be a
market leader with having a market share of over 50%.
Your Company has introduced a new line for Heat Shield at its Gasket manufacturing
facility at Faridabad. Heat Shield is a futuristic product and we are developing new
generation Heat Shield s to meet the emerg ing d emand of Companies for compliance with
thermal and NVH regulations post BS-VI. We have introduced Nimbus Heat Shields for major
upcoming vehicle models. The demand of Heat Shields is growing.
Your Company has become India's leading gasket manufacturer providing complete ceiling,
thermal management and NVH, noise, vibration and harness solutions to partners in various
segments of the automotive industry, including passenger cars, two-wheeler and
three-wheelers, LCVs, HCVs, Agri, offroad vehicles and industrial segments. Your Company
has also been steadily growing its export segment, supplying to global OEMs and Tier-1
companies.
For Forging business line, Your Company's facility at Bawal is equipped for tooling
design and its manufacturing, forging, heat treatment and machining capabilities. It has
21,000 metric tons forging capacity and can make parts ranging from 150 grams to 15
kilograms, with increased depth of manufacturing. Your Company is a single source for most
of the Tier-1 OEMs.
Along with this, Your Company also has increased focus on EV Business.
TRANSFER TO RESERVE
An amount of Rs.50 Lacs has been transferred to General Reserves out of the profit
earned during the Financial Year 2022-23.
DIVIDEND
Your Board of Directors declared Interim Dividend for the financial year 2022-23 @ 10%
(Rs.1.00 per share) on 1,23,45,630 Equity Shares of Rs.10/- each, aggregating to
Rs.1,23,45,630/-, at its meeting held on February 08, 2023. The said Interim dividend was
paid to the Shareholders on March 04, 2023.
Further, your Directors are pleased to recommend, a final dividend @ 20% (' 2.00/- per
equity share) for the financial year 2022-23 on 1,23,45,630 equity shares of Rs.10/- each,
aggregating to Rs.2,46,91,260/- (Rupees Two Crores Forty Six Lacs Ninety One Thousand Two
Hundred and Sixty Only), for the approval of members at the ensuing Annual General
Meeting.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is
enclosed as Annexure I in this Annual Report and provides a detailed analysis on
the performance of business and its outlook.
BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT
The Company is relentlessly working on increasing the business and is taking all
necessary steps to ensure the health, safety and well-being of its employees and
constantly moving forward on the path of growth.
No material changes and commitments affecting the financial position of the Company
have occurred after the end of the financial year ended March 31, 2023 till the date of
this Report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year under
review.
INDUSTRY OVERVIEW
In the previous year, the Indian Automobile Industry witnessed a surge in vehicle
sales, resulting in India surpassing Japan to become the third-largest automobile market.
This increase was attributed to the easing of semiconductor issues and a strong demand
rebound during the festival season.
Despite the decline in Internal Combustion Engine (ICE) vehicle sales, Electric
Vehicles (EVs) have maintained a positive outlook and have performed exceptionally well in
the consumer market, including Plug-in Hybrid Electric Vehicles (PHEVs).
EVs have maintained their performance due to advancements in EV battery density, longer
driving ranges, and the increasing availability of EV models in higher-volume segments.
The overall Indian auto components industry, currently accounting for 2.3% of India's
GDP, is expected to become the 3rd largest globally by 2025.
SHARE CAPITAL
The paid up capital of the Company as on March 31, 2023 was Rs.12,34,56,300/-. During
the year under review, the Company did not issue any class or category of shares, Employee
Stock Options, Convertible securities and consequently there is no change in the capital
structure since previous year.
CREDIT RATING
Company's credit ratings were revised by CARE Ratings on April 05, 2023. The ratings of
the Company are as under:
Facilities |
Amount (Rs. Crores) |
Rating |
Long term Bank Facilities |
125.07 |
CARE A; Positive |
|
(Enhanced from124.74) |
(Single A; Outlook:Positive) |
Short term Bank Facilities |
45.00 |
CARE A1 |
|
(Enhanced from 35.00) |
(A One) |
Total Bank Facilities |
170.07 (' One Hundred Seventy Crores and Seven Lacs Only) |
- |
Medium Term Instrument (Fixed Deposit) |
- |
- |
Total Medium Term Instruments |
- |
- |
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final
dividend pertaining to the financial year 201415 for amount aggregating to Rs.3,44,778/-
had been transferred to the "Investor Education and Protection Fund" established
by the Central Government on November 02, 2022.
The Company shall transfer the unclaimed dividend for the financial year 2015-16 to the
Investor Education and Protection Fund on or before October 24, 2023 upon completion of 7
years from the date of transfer of said dividend into the Unclaimed Dividend Account in
compliance with the provisions of Section 125 of the Companies Act, 2013.
The shareholders who have not encashed their dividend warrants for the financial year
2015-16 or any subsequent year are requested to lodge their claims for revalidation of
dividend warrants. The Company is intimating those members who have so far not claimed the
unpaid dividend for the financial year 2015-16.
The Company has transferred 17,245 shares to "Investor Education and Protection
Fund" in the previous year and the Dividend on such shares was also transferred to
the Investor Education and Protection Fund (IEPF).
The Company would be transferring the required shares this year as per the data
finalised by KFIN Technologies Private Limited, Registrar and Transfer Agent of the
Company.
DIRECTORS
Your Directors intrinsically believe in the philosophy of Corporate Governance and are
committed to it for the effective functioning of the Board.
The Board of Directors recognises and embraces the importance of a diverse board in its
success. Your Company believes that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help it retain its
competitive advantage.
During the year 2022-23, no changes took place in the composition of Board of
Directors.
DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of Companies Act, 2013 and the Articles of
Association of the Company, Mr. Navin Juneja (DIN: 00094520) is liable to retire by
rotation and being eligible, offers himself for re-appointment.
Details of the proposal for director seeking re-appointment are mentioned in the
annexure to the Explanatory Statement of the Notice of 66th Annual General Meeting. The
Board recommends his re-appointment to the members for their approval.
REAPPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE RE-APPOINTMENT
Mrs. Priyanka Gulati was appointed as an Independent Director for a term of 5 years
w.e.f. September 25, 2018. She is a Chartered Accountant with a rich experience and
knowledge.
The Board of Directors on the recommendation of the Nomination and Remuneration
Committee recommends the re-appointment of Mrs. Priyanka Gulati (DIN: 07087707) as
Independent Director, not liable to retire by rotation, for a second term of 5 consecutive
years w.e.f. September 25, 2023 to September 24, 2028.
The brief details relating to Mrs. Priyanka Gulati who is proposed to be re-appointed,
as required to be disclosed as per provisions of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and Secretarial Standards are given in the
Explanatory statement to the Notice of the 66th AGM.
Mrs. Priyanka Gulati meets the criteria of independence as per provisions of Section
149(6) of the Companies Act, 2013.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)
The Independent Directors have furnished the necessary declaration of Independence
stating that they fulfill the criteria of independence as per the provisions of Section
149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and
are not disqualified to act as Independent Directors.
They have also complied with requirements of Code for Independent Directors prescribed
in Schedule IV of the Companies Act, 2013. The Board is of the opinion that Independent
Directors fulfill the independence requirement in strict sense and are eligible to
continue as Independent Directors of the Company.
KEY MANAGERIAL PERSONNEL
As on date, company has following key managerial personnel in compliance with the
provisions of Section 203 of the Companies Act 2013.
1. Mr. Umesh Talwar |
- Vice Chairman & Managing Director |
2. Mr. Anuj Talwar |
- Joint Managing Director |
3. Mr. Manish Khanna |
- Chief Financial Officer |
4. Mrs. Seema Narang |
- Company Secretary |
All Directors, key managerial personnel and senior management have confirmed compliance
with the Company's Code of Conduct.
CORPORATE SOCIAL RESPONSIBILITY
Company has formulated a Corporate Social Responsibility (CSR) policy which encompasses
its philosophy and guides its sustained efforts for supporting socially useful programmes
for welfare and sustainable development of the weaker sections of the society.
The Company has contributed to several organisations namely Servants of the People
Society, Roshni Education Society, Sapna, Armed Forces Flag Day Fund, Savera Association,
Sarvam Foundation and The Earth Saviours Foundation for fulfilling its CSR obligations for
the financial years 2022-23 and ensuring compliance with provisions of Section 135 of the
Companies Act, 2013 and the rules made thereunder.
The amount of Rs.48.12 Lacs was spent by the Company during the financial year 2022-23
to fulfill its CSR obligations and ensure compliance with the provisions of the Companies
Act, 2013 and the rules made thereunder.
As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 read with various clarifications issued by Ministry of
Corporate Affairs, the Company undertakes activities as per the CSR Policy (available on
company's website www.talbros.com) and further details of the CSR activities are contained
in the Annexure - III to this Report.
AUDITORS AND AUDITORS REPORT Statutory Auditors
M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N), Chartered Accountants,
were re-appointed as Statutory Auditors of the Company at 65th Annual General Meeting of
the Company held on September 25, 2022 for a second term of 5 years to hold office till
the conclusion of 70th AGM.
The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory
Auditors on the financial statements (standalone as well as consolidated) of the Company
for the financial year 2022-23 is part of the Annual Report. There has been no
qualification, reservation or adverse remark or disclaimer in their Report.
Secretarial Auditors
The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate of
Practice No. 3116), a practicing Company Secretary for carrying out Secretarial Audit in
terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year
2023-24.
The Secretarial Audit Report for the financial year ended March 31, 2023 as provided by
M/s. Kiran Sharma & Co., Practicing Company Secretary is annexed to this Report as Annexure
IV and forms part of this report.
The Report confirms that the Company is compliant with the applicable statutory laws,
rules and regulations, namely:
i) The Companies Act, 2013 (the Act) and the rules made there under;
ii) The Securities Contracts (Regulation) Act, 1956 (SCRA') and the rules made
there under;
iii) The Depositories Act, 1996 and the regulations and Byelaws framed there under;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there
under to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
c) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding compliance of the Companies Act and dealing
with client;
vi) Secretarial Standards issued by The Institute of Company Secretaries of India.
vii) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
viii) Applicable labor, environmental and industrial laws, rules, regulations and
guidelines.
There are no qualifications, reservations or adverse remarks made by Secretarial
Auditors in their Report.
Cost Auditors
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act,
2013 and Rules made thereunder M/s. Vijender Sharma & Co., Cost accountants (Firm
Registration No. 00180) were re-appointed as the Cost Auditors of the Company for the
financial year ending March 31, 2023 to conduct Cost Audit of the accounts maintained by
the Company in respect of the various products prescribed under the applicable Cost Audit
Rules.
The Cost Audit Report for the financial year 2021-22 issued by M/s. Vijendra Sharma
& Co., Cost Accountants (Firm Registration No. 00180) in respect of the various
products as prescribed under the Cost Audit Rules was filed in the prescribed form with
the Ministry of Corporate Affairs (MCA) during the year.
The remuneration of Cost Auditors has been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite resolution for ratification of
remuneration of Cost Auditors by members of the Company has been set out in the Notice of
the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee,
the Board of Directors have also re-appointed them as Cost Auditors for financial year
2023-24, to conduct Cost Audit of the accounts maintained by the Company in respect of the
various products prescribed under the applicable Cost Audit Rules.
RISK MANAGEMENT
Risk Management forms an integral part of management policy and is an ongoing process
integrated with operations.
The Company has formulated a process for risk management. The Company has set up a core
group of leadership team, which identifies, assesses the risks and the trends, exposure
and potential impact analysis at different level and lays down the procedure for
minimisation of the risks.
Company has identified various strategic, operational and financial risks which may
impact company adversely; however, management believes that the mitigation plans for
identified risks are in place and may not threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
DISCLOSURES Board Meetings
During the Financial Year 2022-23, 5 (five) Board Meetings were held on May 04, 2022,
May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Details of the same
are available in the section Meetings of the Board of Directors' in the Corporate
Governance Report.
Audit Committee
During the Financial Year 2022-23, 4 (four) meetings of Audit Committee were held on
May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Composition and other
details of the Audit Committee are available in the Corporate Governance Report.
During the year under review, all the recommendations of the Audit Committee have been
duly considered and accepted by the Board of Directors.
Nomination and Remuneration Committee
During the Financial Year 2022-23, 1 (One) meeting of the Nomination and Remuneration
Committee were held on February 03, 2023. Composition and other details of the Nomination
and Remuneration Committee are available in the Corporate Governance Report.
Stakeholders' Relationship Committee
During the Financial Year 2022-23, 4 (four) meetings of Stakeholders' Relationship
Committee were held on May 23, 2022, August 09, 2022, November 11, 2022 and February 08,
2023. Composition and other details of the Stakeholder's Relationship Committee are
available in the Corporate Governance Report.
Corporate Social Responsibility Committee
During the Financial Year 2022-23, 2 (two) meetings of the Corporate Social
Responsibility Committee was held on May 23, 2022 and January 09, 2023. Composition and
other details of the Corporate Social Responsibility Committee are available in the
Corporate Governance Report.
Remuneration Policy & Board Evaluation
The Board on the recommendation of the Nomination & Remuneration Committee for
selections and appointments of Directors, senior management and decides their
remuneration, after reviewing their qualifications, positive attributes, independence of
Directors and board diversity.
Remuneration Policy of the Company is based on the fundamental principles of payment
for performance, potential, growth and aligning remuneration with the longer term
interests of the Company and its shareholders, promoting a culture of merit recognition
and creating a linkage to corporate and individual performance. The criteria for
performance evaluation of Directors cover the areas relevant to their functioning as
member of Board or its Committees thereof.
The manner in which the performance evaluation of the Board and its Committees thereof,
the Chairman and the Directors individually has been carried out has been explained in the
Corporate Governance Report.
The Remuneration Policy of the Company is available on company's website
www.talbros.com.
Related Party Disclosures
Related party transactions are periodically reviewed and approved by Audit committee
and are also placed before the Board for necessary approval. The Company has developed
standard operating procedures for the purpose of identification and monitoring of such
transactions as referred to in Section 188(1) of the Companies Act, 2013.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other related parties which may have a
potential conflict with the interest of the Company at large.
SEBI had made a major recast of the regulatory processes on related party transactions
vide various Circulars mandating "Prior" approval of shareholders for material
related party transactions from AGM to AGM basis. Therefore, the Board has taken relevant
approvals from the Audit Committee for entering into the Related party transactions and
the Board of the Company also recommend Member's approval for the resolution regarding
Material Related Party Transactions as set out in the notice of AGM.
The contracts or arrangements of the Company with related parties during the period
under review were in ordinary course of business and on arms' length basis and in
accordance with the shareholders' approval, wherever required. The Audit Committee has
also given the omnibus approval for the transactions repetitive in nature in the first
Board Meeting of the Financial Year.
The Board has approved policy for related party transactions in terms of provision of
Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 which is available on company's website www.talbros.com.
The prescribed Form AOC- 2 giving particulars of contracts or arrangements with
related parties referred to in sub-section (1) of section 188 is attached as Annexure
II.
Frauds reported during the year
No material frauds were reported for the period under review.
Statement containing salient features of the Financial Statement of Subsidiaries/
Associate Companies/ Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures as on March 31, 2023 in Form AOC-1 is annexed to this
Report as Annexure V.
Conservation of energy, technology absorption, research and development and foreign
exchange earnings and outgo
In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, statement showing particulars
with respect to Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.
Particulars of remuneration of Employees
The information/details required in terms of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this report as Annexure -VII.
The Board of Directors wishes to express their appreciation to all the employees for
their outstanding contribution to the operations of the Company during the year. It is the
collective spirit of partnership across all sections of employees and their sense of
ownership and commitment that has helped the Company to grow.
Public Deposits
There are no deposits outstanding as on March 31, 2023, except for some unclaimed
deposits.
No fresh deposits were accepted during the year. Deposit amounting to Rs.6,93,384/-
remains unclaimed at the end of financial year 2022-23 and the same is being transferred
to Investor Education and Protection Fund (IEPF).
There has been no default in repayment of deposits or payment of interest thereon
during the year.
No order with respect to depositors for extension of time for repayment, penalty
imposed has been received from National Company Law Tribunal (NCLT)/ National Company Law
Appellate Tribunal (NCLAT).
All deposits are in compliance with the requirements of the Companies Act, 2013.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
Listing of Shares
The Equity Shares of the Company are listed on the BSE Limited (BSE), Mumbai and
National Stock Exchange of India Limited (NSE).
Registrar and Share Transfer Agent
The Share Transfer and other activities are being carried out by M/s KFin Technologies
Limited (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent
from the following address:-
M/s Kfin Technologies Limited
Tower B, Plot No. 31-32,
Selenium Building,
Gachibowli, Financial District,
Nanakramguda,
Hyderabad-500032, Telangana
Corporate Governance
A Certificate from the Statutory Auditors regarding compliance of the conditions of
Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, is enclosed as Annexure VIII and is part of this
Report.
The Board of Directors support the concept of Corporate Governance and having regard to
transparency, accountability and rationale behind the decisions have made proper
disclosures separately under the heading "Report on Corporate Governance" which
forms part of this Annual Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company values the dignity of individuals and is committed to provide an
environment, which is free of discrimination, intimidation and abuse.
The Company has put in place a policy on redressal of Sexual Harassment and a Policy on
redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As
per the policy, any employee may report his/ her complaint to the Redressal Committee
formed for this purpose or their Manager or HR personnel.
The Policy aims to provide protection to the employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto,
with the object of providing a safe working environment, where employees feel secure. The
Company has also constituted an Internal Complaints Committee to inquire into complaints
of sexual harassment and recommendation for appropriate action. Policy regarding Sexual
Harassment at Work Place is available at the Company website i.e. www.talbros.com
The Annual Report of the Internal Complaints Committee of the Company pursuant to
Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder for the year ended December 31, 2022
has duly been filed with the office of District Officer.
The Internal Complaints Committee of the Company had been reconstituted during the year
under review. The composition of the Committee is as under:-
Location: Faridabad |
|
Name |
Designation |
Ms. Seema Narang |
Chairperson |
Ms. Kiran Sharma |
External Member |
Mr. Anshu Mehra |
Member |
Mr. Harish Thakur |
Member |
Location: Pune |
|
Name |
Designation |
Mrs. Seema Narang |
Chairperson |
Ms. Kiran Sharma |
External Member |
Mr. Mohan S. Ambatpure |
Member |
Ms. Puja Vitthal Navale |
Member |
Location: Bawal |
|
Name |
Designation |
Mrs. Seema Narang |
Chairperson |
Ms. Kiran Sharma |
External Member |
Mr. Vivek Singh |
Member |
Ms. Neha Batra |
Member |
No complaints have been filed/ disposed of/ pending during the financial year ended
March 31, 2023.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for Directors and Employees to report genuine concerns has been
established.
Details of establishment of Vigil Mechanism/ Whistle Blower are disclosed in the
Corporate Governance Report.
The policy on Vigil Mechanism is available on Company's website at www.talbros.com
In exceptional circumstances or issues related to reprisal, retaliation, victimisation
of any Whistle Blower, the employee shall have direct access to Mr. Anil Kumar Mehra -
Chairman of the Audit Committee.
During the year under review, no employee was denied access to the system to report any
grievance.
No complaint/ grievance were received from any employee during the year under review.
Details of significant and material orders passed by the Regulators or Courts Or
Tribunals impacting the going concern status and Company's operations in future
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impacts the going concern status and Company's operations in future.
Compliance with Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).
Annual Return
In compliance with the provisions of Section 92(3) read with Section 134 (3) (s) of the
Companies Act, 2013, the annual return of the Company for the financial year 2022-23 in
prescribed form is placed on Company's website www.talbros.com.
Details of application/ proceeding pending under the Insolvency And Bankruptcy Code,
2016
Neither any application has been made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Details of difference in valuation
There is no such instance of difference in valuation as the Company has not done one
time settlement with any Bank or Financial Institution.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, your
Directors hereby state and confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departure was made for the same;
b) That Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the period ended on March 31, 2023;
c) That Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) That Directors have prepared the annual accounts on a going concern basis;
e) That Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively;
f) That the directors have laid down internal financial control to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the support given by our customers, shareholders,
financial institutions and banks and all other stakeholders and we look forward to their
continued support.
Your Directors place on record their appreciation for the contribution made by the
Company's employees at all levels. Your Company's growth was made possible by their hard
work, solidarity, cooperation and support.
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
|
Umesh Talwar |
Anuj Talwar |
Place: Gurugram |
Vice Chairman & Managing Director |
Joint Managing Director |
Date: May 16,2023 |
(DIN: 00059271) |
(DIN: 00628063) |
|