TIL Ltd
Directors Reports
Your Directors present the 48th Annual Report together with the Audited
Financial Statements for the year ended 31st March 2023 as under:
FINANCIAL RESULTS
(Rs in Crs.)
|
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Revenue from Operations |
43.83 |
64.99 |
| Other Income |
10.86 |
24.27 |
| Total Revenue |
54.69 |
89.26 |
| Profit/(Loss) before Depreciation, Interest
& Tax (PBDIT) |
(46.9) |
(357.36) |
| Depreciation & Amortization |
8.95 |
9.95 |
| Interest |
36.24 |
36.16 |
| Profit/(Loss) Before Exceptional Items and
Tax |
(92.09) |
(143.94) |
| Exceptional Items |
-- |
(259.53) |
| Profit/(Loss) Before Tax |
(92.09) |
(403.47) |
| Tax Provision |
(3.81) |
13.01 |
| Profit/(Loss) After Tax |
(88.28) |
(416.48) |
| Other Comprehensive Income/(Expenditure) for
the year |
(0.73) |
(0.51) |
| Total Comprehensive Income/(Expenditure)
for the year |
(89.01) |
(416.99) |
HIGHLIGHTS OF COMPANY'S PERFORMANCE
On a standalone basis, the turnover of the Company, including income
from operations (gross) and other income for the year under review stood at Rs. 54.69 Crs.
vis-a-visRs. 89.26 Crs. in the previous year. Operating loss of the Company for the
year under review was Rs. 92.09 Crs. as compared to an operating loss of Rs. 143.94 Crs.in
the previous year. The Company booked loss (after tax) of Rs. 88.28 Crs. during the year
under review against loss Rs. 416.48 Crs. during the previous year which also included an
exceptional loss of Rs. 259.53 Crs.
The consolidated turnover of your Company's Group including income from
operations (gross) and other income during the year ended 31st March 2023 stood at Rs.
50.53 Crs. compared to Rs. 77.13 Crs. in the previous year. The Group incurred a loss of
Rs. 94.72 Crs. during the year under review as compared to a loss of Rs. 158.63 Crs. in
the previous year. The overall loss before tax during the year under review was Rs. 94.72
Crs. against a loss of Rs. 418.16 Crs. in the previous year.
In spite of the distressed financial results during the year under
review, the Company continues to have a healthy order book position as on 31st March 2023
amounting to Rs. 207.80 Crs. for supply of equipment to the Defence Sector as well as to
Private Enterprises and Rs. 25.90 Crs. towards supply of spares and provision of customer
support services.
FOREIGN SUBSIDIARY COMPANY
The Foreign Subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a
revenue of Rs. 0.10 Cr. during the year under review as compared to previous year's
revenue of Rs. 2.74 Crs. It registered a loss of Rs. 5 Crs. after tax during the year
under review compared to a profit of Rs. 0.15 Cr. after tax in the previous year.
FINANCE
After adjusting loss for the current year, the reserves & surplus
(excluding revaluation reserves) of the Company has decreased from ' (213.09) Crs. to '
(302.10) Crs. and the shareholders' fund decreased from ' (203.06) Crs. to ' (292.07) Crs.
as at 31st March 2023 respectively.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013,
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of
the Company for the Financial Year 2022-23, together with the Auditors' Report, form part
of this Annual Report. The Consolidated Financial Statements have been prepared on the
basis of Audited Financial Statements of the Company and its Subsidiary Company as
approved by their respective Board of Directors.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement in
the prescribed Form AOC-1 containing the salient features of the Financial Statements of
the Company's Subsidiary is also provided in this Annual Report.
The accounts of the Company's Subsidiary are also uploaded on the
website of the Company, www.tilindia.in.
DIVIDEND
As the Company had no profits during the financial year ended 31st
March 2023, the Board does not recommend payment of any Dividend.
FINANCIAL RESTRUCTURING PROPOSAL
During the year under review, the lenders have continued to extend
'Holding on Operations' to the Company through the 'Trust & Retention Account' being
operated with the Lead Bank of the Consortium viz., Bank of India ('BOI'). The Company had
been in discussion with the lenders for fund raising through an Investor and also for
resolution of debts.
In November, 2022, the Company had received a proposal from Indocrest
Defence Solutions Private Limited ("Investor"), a private limited company and
having its registered office at 802, 8th Floor, Kailash Building 26, Kasturba Gandhi Marg,
New Delhi 110001, India, for infusion of capital in the Company to meet its business
requirement and for restructuring the obligations of the Company under the Facilities in
accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions, 2019 issued by the Reserve Bank of India (RBI) vide its circular dated
7th June 2019.
Accordingly, the Board of Directors at its meeting held on 26th
November 2022 approved (i) execution of an Investment Agreement by the Company with the
Investor and the Promoters of the Company and (ii) issue/allotment of equity shares to the
Investor under Regulation 164A of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 ("Regulation") subject to
necessary approval from the Shareholders and other Regulatory Authorities.
The Company, on 28th November 2022, had submitted a Resolution Plan
with the Lenders in accordance with the aforesaid RBI Circular under the Reserve Bank of
India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019. Approval
of the Shareholders for issue and allotment of 7,496,592 equity shares of face value of
Rs. 10/- each at a price of Rs. 92.40 (Rupees Ninety Two and Forty Paisa) per share as
determined under the aforesaid Regulation for cash consideration to the Investor
aggregating to amount up to Rs. 692,685,101 (Rupees Sixty Nine Crore Twenty Six Lakh
Eighty Five Thousand One Hundred One) by way of preferential allotment on a private
placement basis has been received on 23rd December 2022. The Resolution Plan is under
discussion with the Lenders of the Company.
As reported earlier, BOI had filed an application under Section 7 of
the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal on 28th
September 2022 and the same is pending for admission.
As a result of booking of losses during the year under review, the net
worth of the Company continues to be negative. However, considering the feasibility and
effectiveness of certain planned actions including proposed investment and proposed
resolution plan and considering the sales orders in hand, the Company is of the opinion
that the material uncertainties are expected to be mitigated and hence the Standalone
Financial Results have been prepared on a going concern basis.
SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March 2023
was Rs. 100,302,650/- divided into 10,030,265 equity shares of face value of Rs. 10/-
each. The Company has neither issued any class of shares nor was there any buy-back of
shares during the year under review. Further, the Company does not have any stock option
scheme for its employees.
GENERAL RESERVE
The Company has not transferred any amount to the General Reserve
during the financial year ended 31st March 2023.
DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on
31st March 2023.
BOARD OF DIRECTORS
As on 31st March 2023, the Board of Directors of the Company consisted
of the following Members:
| NAME OF DIRECTORS |
DESIGNATION |
DIN |
| MR. SUMIT MAZUMDER |
Chairman & Managing Director |
00116654 |
| MRS. MANJU MAZUMDER |
Non-Executive Director |
00743164 |
| MR. SUBIR BHATTACHARYYA |
Non-Executive Independent Director |
09711826 |
| MR. TULSI DAS BANERJEE |
Non-Executive Independent Director |
03573211 |
During the year Mr. R. L. Gaggar and Mr. G. Swarup had resigned as
Independent Directors which was noted by the Board on 13th September 2022. LIC of India
withdrew the nomination of its nominee namely, Mr. D. K. Banerjee from the Board of the
Company and the same was also noted on 13th September 2022.
The Board has appointed Mr. Subir Bhattacharyya (DIN 09711826) and Mr.
Tulsi Das Banerjee (DIN 0357321 1) as the Independent Directors of the Company with effect
from 13th September 2022.
As per Regulation 17(1) of SEBI Listing Regulations, the Board of
Directors of the top 2,000 listed entities (which includes your Company) should consist of
not less than 6 (six) Directors. However, with the resignation of Independent and Nominee
Directors as aforesaid during the year, the composition of the Board
reduced to four Directors as on 31st March 2023. The shortfall in Directors has since been
regularized by inducting the following Independent Directors on the Board of the Company
with effect from 18th May 2023:
1. Mr. Shamik Dasgupta (DIN 01 127296)
2. Mr. Debasis Bhattacharya (DIN 00561865)
As per the Articles of Association of the Company, Mr. Sumit Mazumder
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. The Board recommends his re-appointment.
Mrs. Manju Mazumder, Non Executive Director of the Company shall be
attaining the age of 75 years in October, 2023. In view of the same and pursuant to
Regulation 17(1A) of SEBI Listing Regulations, a special resolution is required to be
passed at the forthcoming Annual General Meeting to continue her Directorship.
Necessary information pursuant to the SEBI Listing Regulations in
respect of Directors' appointment, re-appointment, etc. at the forthcoming Annual General
Meeting are given in the Annexure to the Notice convening the Annual General Meeting and
have also been disclosed under the Corporate Governance Report forming a part of this
Report.
In terms of the disclosure received from the Directors, none of them
are disqualified from being appointed as Directors under Section 164(2) of the Companies
Act, 2013.
KEY MANAGERIAL PERSONNEL
The term of Mr. Sekhar Bhattacharjee as the Company Secretary has been
extended by six months from 1st April 2023 to 30th September 2023. Ms. Bipasha Banerjea
has resigned as the Chief Financial Officer of the Company on 26th May 2023 which shall be
effective from 31st May 2023.
Presently, the Key Managerial Personnel of the Company are as under:
1. Mr. Sumit Mazumder, Chairman and Managing Director;
2. Mr. Sekhar Bhattacharjee, Vice President - Company Secretary &
Compliance Officer; and
3. Ms. Bipasha Banerjea, Chief Financial Officer (upto 30th May 2023)
BOARD MEETINGS
The Board of Directors meets at regular intervals to discuss and decide
on Company/business policy and strategy apart from other items of business. The Board and
Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors well in advance to help them plan their
schedule and to ensure meaningful participation at the meetings.
During the year under review six (6) Board Meetings were convened and
held, the details of which are given in the Corporate Governance Report. However, there
has been delays in holding Board Meetings within a gap of 120 days as prescribed under
Regulation 17(2) of SEBI Listing Regulations for the first and second quarters due to
initiation of a management audit at the behest of a Promoter in April, 2022.
COMMITTEES OF THE BOARD
Pursuant to various requirements under the Companies Act, 2013 and the
SEBI Listing Regulations, the Board of Directors has constituted various committees namely
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee and Management Committee.
The details of composition, meetings held during the financial year
2022-23, terms of reference, etc., pertaining to said committees are mentioned in the
Corporate Governance Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Details of the separate meetings of the Independent Directors held in
terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing
Regulations are given in the Corporate Governance Report.
COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards on Meetings of the Board of Directors
(SS-1) issued by The Institute of Company Secretaries of India (ICSI) except that there
has been delays in holding Board Meetings within a gap of 120 days for the first and
second quarters of the year under review due to initiation of a management audit at the
behest of a Promoter in April, 2022. However, the Company has duly complied with the
applicable provisions of the Secretarial Standards on General Meetings (SS-2).
BOARD EVALUATION
The Nomination and Remuneration Committee and the Board of Directors
have reviewed the evaluation of performance of the Board as a whole, various Board
Committees and also of the individual Directors. The manner in which the evaluation had
been carried out is disclosed in the Corporate Governance Report attached to this Report.
STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the Company together with SWOT analysis has
been given in the Management Discussion & Analysis section which forms a part of this
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section134(3)(c) read with Section
134(5) of the Companies Act, 2013 and the provisions of the SEBI Listing Regulations, the
Directors of the Board state that:
i. in the preparation of the annual accounts for the year ended 31st
March 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
ii. the 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 profits of the Company for that period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern
basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors on the Board have given declarations that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and they also comply with
Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended. In the opinion of the Board, they fulfill the conditions of independence
as specified in the Companies Act, 2013 and the SEBI Listing Regulations and are
independent of the management.
INTERNAL FINANCIAL CONTROLS
Your Company has adequate internal financial control mechanisms
commensurate with its size and scale of operations, procedures and policies ensuring
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records and timely preparation of reliable
financial information. During the year under review, such controls were reviewed and no
reportable material weakness either in design or in operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company, being in manufacturing business, does not have any policy
to give loans, directly or indirectly, to any person or to other body corporates or give
any guarantee or provide any security in connection with a loan, covered under the
provisions of Section 186 of the Companies Act, 2013, to any other body corporate except
for its subsidiary as and when required. The Company also did not make any investment in
securities of any other body corporate during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the financial
year were in the ordinary course of business and on arm's length basis. There were no
materially significant related party transactions entered into by the Company with its
Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interest of the Company. All related party transactions were placed
before the Audit Committee for review and approval. Prior omnibus approval was also
obtained from the Audit Committee for related party transactions which are of repetitive
nature and which can be foreseen and accordingly the required disclosures are made to the
Audit Committee on quarterly basis in terms of the omnibus approval of the Audit
Committee.
The Policy on Related Party Transactions as approved by the Audit
Committee and the Board of Directors are available on the Company's website under the
following weblink:
https://www.tilindia.in/investor-relations/related-party-transaction-policy
The details of the related party transactions are set out in the notes
to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT
Details of material changes and commitments affecting financial
positions of the Company between end of the financial year and the date of this Report
have been disclosed under this Report and also under the notes on accounts to the
financial statements.
CORPORATE GOVERNANCE
Due to initiation of a management audit at the behest of a Promoter in
April, 2022 there were delays in declaration of financial results for the fourth quarter
and financial year ended 31st March 2022 as well as for the first and second quarter
results of the financial year under review as stipulated under the SEBI Listing
Regulations. The Stock Exchanges have imposed certain fines on the Company under the SEBI
Listing Regulations for delays in declaring quarterly results, inadequate Board
composition during the year, etc. The Company has applied to the Stock Exchanges
requesting for waiver of fines.
Consequent to the delay in declaring the annual financial results by
the Company for the year ended 31st March 2022, the Company was unable to convene the 47th
Annual General Meeting ('AGM') within the time stipulated under the Companies Act, 2013.
Accordingly, the Company applied before the Registrar of Companies/Ministry of Corporate
Affairs seeking extension of time for holding the AGM which was granted vide letter dated
21st September 2022 for holding the AGM within 30th December 2022. The AGM was held on
21st December 2022.
Further, in terms of the provisions of Schedule V(C) of the SEBI
Listing Regulations, a detailed report on the Corporate Governance attached as Annexure I,
together with a Certificate for the year ended 31st March 2023 issued by Messrs. Singhi
& Co. (FRN 302049E), Chartered Accountants, Kolkata, the Statutory Auditors of the
Company, confirming compliance with the requirements of the Corporate Governance as
specified in SEBI Listing Regulations attached as Annexure II forms part of this Annual
Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of provisions of Section 177 of the Companies Act, 2013 and
the Rules framed thereunder read with Regulation 22 of the SEBI Listing Regulations, your
Company has in place necessary vigil mechanism through a whistle blower policy, to provide
a formal mechanism to the Directors, employees and stakeholders to report genuine concerns
about unethical behavior, actual or suspected, a fraud or violation of the Company's Code
of Conduct and other issues relating to inappropriate functioning of the organization. The
policy provides for adequate safeguards against victimization of persons who use such
mechanism and provides for direct access to the Chairperson of the Audit Committee in
appropriate or exceptional cases.
The said policy is available on the website of the Company under the
weblink: https://www.tilindia.in/investor-relations/whistle- blower-policy.
CREDIT RATING
No Credit Rating was carried out during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2) read with Paragraph B of Schedule V of the
SEBI Listing Regulations, the Management Discussion and Analysis Report is attached as
Annexure V and forms an integral part of this Annual Report.
STATUTORY AUDITORS AND THE AUDITOR'S REPORT
In terms of provisions of Section 139 of the Companies Act, 2013 read
with the provisions of Section 145 thereto, Messrs. Singhi & Co. (FRN 302049E),
Chartered Accountants, the Statutory Auditors of the Company have submitted their
Independent Auditors Report on Standalone and Consolidated Financial Statements of the
Company for the year ended 31st March 2023 which forms part of this Annual Report.
No frauds have been reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
The Board has duly examined the Statutory Auditors' Report to the
accounts and its clarifications regarding the qualified opinions of the Statutory Auditors
on the Financial Statements of the Company are given hereunder:
Standalone Financial Statements
Basis for Qualified Opinion under Independent Auditor's Report on the
Audit of the Standalone Financial Statements
a) We draw attention to clause (a) of the Basis for Qualified Opinion
under Independent Auditors Report at Note No. 33 for not carrying out fair valuation of
interest free loans from the promoters/ promoter's group of companies and other lenders
aggregating to Rs. 15,885 Lakhs as required under Ind AS-109 and its impact on financial
results has not been ascertained by the Management. In absence of fair valuation of above
interest free loans, we are unable to determine its impact on the Standalone Financial
Results.
The Management is of the view that loans received from the promoters/
promoter's group of companies and other lenders aggregating to Rs. 15,885 Lakhs is
interest free as the interest has been waived by respective lenders. Accordingly, there
would be no impact on the Standalone Financial Results as the same are at Fair Value.
b) We draw attention to clause (b) of the Basis for Qualified Opinion
under Independent Auditors Report at Note No. 34 which states that the Company has
incurred a cash loss of Rs. 8,314 Lakhs during the year and its net worth is negative as
on the Balance Sheet date. Moreover, the Company's current liabilities also exceed its
current assets as at 31st March 2023. In view of the acute financial crisis faced by the
Company, lenders have declared the loan facilities granted to the Company as a
Non-Performing Asset (NPA). However, the lenders have also extended 'Holding on
Operations' to the Company through a 'Trust & Retention Account' opened with the Lead
Bank of the Consortium namely, Bank of India ('BOI'). Consequently, the lead bank, namely
Bank of India, has filed a petition under Section 7 of the IBC before the Hon'ble National
Company Law Tribunal (NCLT) on 28th September 2022. The application is yet to be admitted.
Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th
November 2022 which had since been submitted with all of TIL's Consortium Bankers on 28th
November 2022, and which is currently under discussion. Considering these developments,
the matter had been adjourned by NCLT from time to time; with the next date of hearing
being 19th June 2023.
The above situation indicates that a material uncertainty exists that
may cast significant doubt on the Company's ability to continue as a going concern.
However, the Management of the Company has been considering the feasibility and
effectiveness of certain planned actions including proposed investment and proposed
resolution plan and considering the sales orders in hand, the Management has concluded
that the material uncertainties are expected to be mitigated and hence the standalone
financial results have been prepared on a going concern basis. The appropriateness of the
assumption of going concern is dependent on successful outcome of proposed investment by
the investor and proposed resolution plan as stated above. Hence, we are unable to comment
on whether the Company will be able to continue as Going Concern.
The Management of the Company has been considering the feasibility and
effectiveness of certain planned actions including proposed investment and proposed
resolution plan and considering the sales orders in hand, the Management has concluded
that the material uncertainties are expected to be mitigated and hence the Standalone
Financial Results have been prepared on a going concern basis. The appropriateness of the
assumption of going concern is dependent on successful outcome of the proposed resolution
plan and subsequent investment by the investor as stated.
c) We draw attention to clause (c) of the Basis for Qualified Opinion
under Independent Auditors Report at Note No. 10.1 regarding carry forward of Minimum
Alternate Tax Credit of Rs. 3,026 Lakhs as on 31st March 2023 (a component of deferred tax
asset in the financial statements) which was accounted for in the earlier years. In the
opinion of the Management, sufficient future taxable profit will be available against
which these unused tax credits can be utilized within the stipulated period under the
provisions of Income Tax Act 1961. However, we are unable to comment for utilization of
said MAT credit in absence of basis for reasonable certainty supported by convincing
evidence.
The Management is of the view that the successful outcome of the
proposed resolution plan and subsequent investment by the investor shall support the
execution of orders in hand; enabling the Company to generate sufficient future taxable
profits. Therefore the Management believes that the unused tax credits can be utilized
against such future taxable profits within the stipulated period under the provisions of
Income Tax Act 1961.
d) We draw attention to clause (d) of the Basis for Qualified Opinion
under Independent Auditors Report at Note No. 12.5 regarding Stock in Transit which
includes materials valuing Rs. 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st
March 2023 which also includes Rs. 3,234 Lakhs imported in earlier years. These
inventories could not be released from the authorities due to non-payment of custom duty,
other charges etc. and as explained, due to this confirmation was also not received. The
Management does not expect any material loss on account of any obsolescence in these said
stocks due to passage of time and no provision is considered necessary. However, as these
materials are lying for a considerable period of time and due to non-availability of its
technical assessment, we are unable to comment whether any provision for obsolescence is
required in this regard.
The Management has responded that Stock in Transit could not be
released due to non-payment of custom duty, other charges, etc. This situation has arisen
due to pandemic induced acute liquidity constraint. However, the Management does not
expect any material loss on account of any obsolescence in these stocks due to passage of
time and no provision is considered necessary.
e) We draw attention to clause (e) of the Basis for Qualified Opinion
under Independent Auditors Report at Note No. 35 regarding an enquiry by "Directorate
of Revenue Intelligence & Enforcement" (DRI) which has been ongoing since June
2021 in respect to certain trading transactions and other matters related to earlier years
and the Company has since complied with the requirements of the DRI. On 7th November 2022
and 10th November 2022, the Company received an Investigation report of DRI dated 20th
July 2022 from the GST Authority, together with certain demand intimations based on the
investigation report. These demand intimations were for FY 2019-20 and for FY 2020-21 for
payment of tax/ interest/penalty amounting to Rs. 928.90 Lakhs and Rs. 3,290.79 Lakhs
respectively under Section 74(5) of the GST Act; and a reply to such intimations had been
filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause
Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the
Company. A personal hearing was held on 6th April 2023, pursuant to which certain
clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show
Cause Notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e.,
8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty
adding to Rs. 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand
raised by GST authorities does not have merit; and hence an appeal against this order
shall be filed before the prescribed Appellate Authority as per the provisions under Sec
107 of the CGST Act. In view of this, no provision is considered necessary by the
Management.
The Management has responded that reply to intimations received from
GST authorities had been filed by the Company on 17th January, 2023. Subsequently, on 24th
March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the
CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023,
pursuant to which certain clarifications were submitted by the Company on 17th April 2023.
Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May
2023. On the same day, i.e., on 8th May 2023, an Order was issued by the GST authorities
for tax, interest, and penalty adding to Rs. 958.97 Lakhs for FY 2019-20. The Management
of the Company is of the view that the demand raised by GST authorities does not have
merit; and hence an appeal against this order shall be filed before the prescribed
Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this,
no provision is considered necessary by the Management.
f) We draw attention to clause (f) of the Basis for Qualified Opinion
under Independent Auditors Report wherein Trade receivables, Advances to Suppliers, Trade
Payable and Advances from customers amounting to Rs. 3,019 Lakhs, Rs. 1,050 Lakhs, Rs.
12,542 Lakhs and Rs. 3,494 Lakhs respectively were outstanding as on 31st March 2023. The
Company could not get necessary confirmations from the respective parties and due to no
material subsequent movement in such balances, alternate procedure to verify those
balances could also not be performed. Further, the Company could not get confirmations for
Loans from bodies corporate to the extent of Rs. 897 Lakhs lying outstanding as on 31st
March 2023. Hence, we are unable to comment on the correctness of above figures and if any
adjustments are required to the said balances as on 31st March 2023 and related impact on
these Standalone Financial Results.
The Management is of the view that the outstanding balances of Trade
receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to
Rs. 3,019 Lakhs, Rs. 1,050 Lakhs, Rs. 12,542 Lakhs and Rs. 3,494 Lakhs respectively as on
the Balance Sheet date are correctly recorded by the Company. Trade Payable consists of
supplier's liability, employee related liability, and provisions for expenses, etc.
Balance confirmation from the respective parties are awaited. Further, the Management is
also expecting recovery of the outstanding trade receivables and advances to suppliers as
stated above. Further, the loans from body corporates for which confirmations have not
been received are correct.
Consolidated Financial Statements
All the qualifications on Consolidated Financial Statements appearing
at Clauses (a) to (f) under 'basis for qualified opinion' under Independent Auditors
Report are similar to that of the qualifications under Standalone Financial Statements and
have been explained in detail in the foregoing paragraphs under 'Standalone Financial
Statements'.
The Board is of the opinion that the details provided in the foregoing
paragraphs are self-explanatory and do not call for further information.
SECRETARIAL AUDITORS AND THE SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204(1) of the Companies Act, 2013
read with the SEBI Listing Regulations, the Secretarial Audit Report, the Secretarial
Compliance Report and the Non-Disqualification Certificate of Directors issued by the
Secretarial Auditors, Messrs. T. Chatterjee & Associates, Practicing Company
Secretaries (FRN: P2007WB067100) for the financial year 2022-23 are annexed as Annexure
III and forms part of this Report. Observations and qualifications of the Secretarial
Auditor have been disclosed in their Reports.
The Board of Directors, on recommendation of the Audit Committee, has
re-appointed Messrs. T. Chatterjee and Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company for the financial year 2023-24. The Company has
received consent from the Secretarial Auditors relating to the said re-appointment.
COST AUDITORS AND THE COST AUDIT REPORT
The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants
(FRN: 000018) have submitted the Cost Audit Report within the time limit prescribed under
the Companies Act, 2013 and the Rules made thereunder.
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors, on
recommendation of the Audit Committee, has re-appointed Messrs. D. Radhakrishnan &
Co., Cost Accountants, to conduct the cost audit relating to products manufactured by the
Company falling under the applicable Tariff heading, for the financial year 2023-24 at a
remuneration of Rs. 120,000/- (Rupees One Lakh Twenty Thousand only) per annum, subject to
ratification by the Shareholders at the 48th Annual General Meeting. A resolution seeking
ratification of the remuneration payable to Cost Auditors form part of the Notice
convening the 48th Annual General Meeting. The Company has received consent from Messrs.
D. Radhakrishnan & Co. for their re-appointment.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in
the prescribed format is attached as Annexure VI and forms a part of this Annual Report.
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
There were no significant material orders passed by the
regulators/courts/tribunals which is likely to impact the going concern status of the
Company and its future operations. However, Shareholders' attention are drawn to the notes
on accounts to the financial statements including contingent liabilities and commitments.
HUMAN RESOURCE
Due to subdued business performance during the year, recruitment was
absolute minimum and only for critical positions. However, technical trainings were
imparted to customers through digital and online modules. The Company also carried out
troubleshooting for maximizing machine life, optimizing productivity and ensuring maximum
return on customers' investment.
As on 31st March 2023, the employee strength of your Company stood at
653.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under Section 197 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, are attached as Annexure VII and forms part of this
Report.
However, the Report and Financial Statements are being sent to all
Shareholders of the Company excluding the information on employees' particulars as per
Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, and are available for inspection by the Shareholders at the registered office of
the Company during business hours on working days of the Company upto the date of the
ensuing 48th Annual General Meeting. Any Shareholder interested in obtaining a copy of the
said information may write to the Company at its Registered Office.
CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE
Your Company is committed to provide a safe and secure environment to
its women employees across its functions and has in place a Policy on "Prevention,
Prohibition & Redressal of Sexual Harassment at Workplace" and also an Internal
Complaints Committee (ICC) as envisaged under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made
thereunder.
During the year under review, no complaints relating to sexual
harassment were reported either with the ICC or with the Company.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year
31st March 2023 is uploaded on the website of the Company and can be accessed at
https://www.tilindia.in/investor-relations/annual-return/.
COMPLIANCE WITH CODE OF CONDUCT
All Directors and senior management personnel have affirmed compliance
with the code of conduct of the Company. A declaration to that effect signed by the
Chairman and Managing Director as stipulated under Regulation 34(3) read with Part D of
Schedule V to the SEBI Listing Regulations, for the year ended 31st March 2023 is attached
as Annexure VIII and forms a part of this Report.
ANNEXURES FORMING PART OF THIS REPORT
The following Annexures referred to in this Report and other
information which are required to be disclosed are attached herewith and forms part of
this Report:
| ANNEXURE |
PARTICULARS |
| I |
Report on Corporate Governance |
| II |
Auditor's Certificate on Corporate Governance |
| III |
Secretarial Audit Report, Secretarial Compliance Report and
Certificate of Non-Disqualification of Directors |
| IV |
Annual Report on Corporate Social Responsibility (CSR)
activities |
| V |
Management Discussion and Analysis Report |
| VI |
Prescribed Particulars on Conservation of Energy, Foreign
Exchange earnings and outgo, etc. |
| VII |
Particulars of Employees Managing Director's Certificate
under Regulation 34(3) read with Paragraph D of Schedule V of SEBI |
| VIII |
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 relating to compliance with the Code of Conduct. |
APPRECIATION
Your Directors wish to convey their deep appreciation to all the
employees, customers, vendors, bankers, regulators, investors and all other stakeholders
for their sincere co-operation, support and dedicated services towards the performance of
the Company. Your Directors also thank the Government of India, State Governments and the
concerned Government Departments for extending their support and co-operation.
|
For and on behalf of the Board of Directors |
| Kolkata |
Sumit Mazumder |
| 26th May 2023 |
Chairman & Managing Director |
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