Dear Shareholders,
Your Directors have pleasure in presenting the 83 Annual Report along with the Audited
Financial Statements of the Company for the financial year ended 31 March 2023.
Financial Highlights |
|
|
Particulars |
2022-23 |
2021-22 |
Operating Profit (PBIDT) |
202.25 |
(135.00) |
Add: Interest (Net) |
388.58 |
569.04 |
Gross Profit (PBDT) |
590.83 |
434.04 |
Less: Depreciation |
258.75 |
293.51 |
Profit before Taxation |
332.08 |
140.53 |
Less: Tax Expenses |
|
|
- Current Tax including tax related to earlier years |
88.00 |
106.00 |
- Deferred Tax |
(115.32) |
(124.80) |
Profit after Taxation |
359.40 |
159.33 |
Note: The above gures are extract of the audited financial statements prepared for the
financial year ended 31 March 2022 & 31 March 2023.
DIVIDEND
The Directors have pleasure in recommending payment of a dividend of 15% i.e. Rs0.15
per Equity Share of face value of Rs1 each for the financial year ended 31 March 2023.
Further, no amount was transferred to Reserves during the FY'23.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company continues to derive its major income from leased properties, income from
investment and operations of a Mini Hydro Power Unit in Kalimpong District, West Bengal.
REAL ESTATE
Development of Birla Mills Land
Your Company has received the nal layout approval for the development of Group Housing
Project at the Birla Mill Complex from the Municipal Corporation of Delhi (MCD), granting
it the Floor Area Ratio of 400.
Your Company is in negotiations with prospective Joint Development Partners and expects
to nalize & execute the Joint Development Agreement (JDA) within the next few months.
MINI HYDRO POWER PROJECT
Your Company's 3 MW Mini Hydel Power Project located on the river Neora, District:
Kalimpong, West Bengal could evacuate 83.08 lakhs unit of power against 96.62 lakhs unit
of power, of the previous year. The plant was under shut down condition from 19 April 2022
to 30 April 2022 and from 4 March 2023 to 9 May 2023 due to maintenance.
OTHERS
The Company's property at Gurugram has yielded satisfactory returns during the year as
it was fully leased out.
The Company's dividend income was lower during the year as there were higher interim
dividend in previous year.
HUMAN RELATIONS
Your Company continues to maintain its excellent record of human relations over the
decades creating remarkable benchmarks. The Human Resources function also emphasizes on
employee retention and recognition. Human relation is practiced as an art of using
systematic knowledge about human behavior to improve effectiveness of Human Resources
functioning. Your Company continues to build employee capability, upgrading leadership and
retain talent with employees performance across all levels of the workforce.
SIGNIFICANT FINANCIAL RATIOS
As required under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the significant
financial ratios are given below:
Particulars * |
|
2022-23 |
2021-22 |
Net Profit Margin * |
% |
18.26 |
5.95 |
Operating Profit Margin # |
% |
16.87 |
5.25 |
Debtors turnover |
Times |
29.69 |
11.33 |
Stock Turnover |
Times |
159.41 |
199.98 |
Debt Equity Ratio # |
Times |
0.03 |
0.04 |
Current Ratio * |
Times |
19.54 |
13.88 |
Interest Coverage Ratio * |
Times |
2.41 |
1.57 |
Return on Net Worth |
% |
0.56 |
0.24 |
* Lower net profit margin in FY 2021-22 was due to write-o of a non-recoverable
loan.
# Significant reduction in trade receivable & trade payable.
SUBSIDIARIES / ASSOCIATE
st
As on 31 March 2023, your Company has following 6 (Six)
subsidiaries:
1. Macfarlane & Co. Limited |
2. High Quality Steels Limited |
3. Valley View Landholdings Private Limited |
4. Top flow Buildcon Private Limited |
5. Snowblue Conclave Private Limited |
6. Startree Enclave Private Limited |
Further, your Company has an Associate namely Lionel India Limited.
A Report on the performance and financial position of each of the subsidiaries and
associate included in the Consolidated Financial Statement and their contribution to the
overall performance of the Company, is provided in Form AOC-1 and forms a part of this
Annual Report. The Consolidated Financial Statements of the Company, its subsidiaries and
associate prepared in accordance with the Companies Act, 2013 ('Act') and applicable
Indian Accounting Standards and the Auditors Report thereon form a part of this Annual
Report.
The performance of the subsidiaries and associate remained satisfactory.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, your Company is having a Corporate Social
Responsibility ('CSR') Committee duly constituted by the Board of Directors of the
Company. The composition of the CSR Committee is provided in the Report on Corporate
Governance which forms a part of this Report.
Your Company is committed to conduct its business in a socially responsible, ethical
and environmental friendly manner and to continuously work towards improving the quality
of life of the communities in its operational areas.
The Company has identified the area of education as its primary CSR activity and has
spent in excess of the prescribed threshold under the Act.
The Company has in place a policy on Corporate Social Responsibility. During the year,
there has been no change in the policy. The weblink for accessing such policy is
http://www.texinfra.in/pdf/TexInfra_CSR_POLICY.pdf .
As required under Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.
GREEN INITIATIVE
Your Company continues to embrace a sustainability initiative with the aim of going
green and minimising the repercussion on the environment. Your Company had already adopted
the green initiative by sending Annual Report, Notices, other communication, etc. through
e-mail to the Shareholders, whose e-mail address are registered with relevant Depository
Participants / RTA / Company. Shareholders are requested to support this initiative by
registering / updating their e-mail address for receiving Annual Report, Notices, other
communication, etc. through e-mail. The Ministry of Corporate A airs ('MCA') and the
Securities and Exchange Board of India ('SEBI') had issued relaxations from sending
printed copy of Annual Report, Notice of the Annual General Meeting ('AGM'), etc. to the
Shareholders for the AGM to be held in the year 2023.
In continuation with the Green Initiative and in view of the above-mentioned
relaxations, your Company is sending the Annual Report & Notice of the AGM along with
other documents required to be annexed thereto to the Shareholders through e-mail to their
registered e-mail address. Such documents are also available on the website of the Company
www.texinfra.in.
Further, those Shareholders who have not yet registered their e-mail address are
requested to follow the procedure as mentioned in the Notes and other documents relating
thereto to the Notice calling AGM to receive the Annual Report & the Notice of the AGM
through electronic mode and to enable their participation in the AGM.
PARTICULARS OF EMPLOYEESThe Number of Employees as at 31 March 2023 was 33. In
terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules is enclosed as Annexure B.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the above mentioned Rules are enclosed as
Annexure C.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosures relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, are enclosed as
Annexure D.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Meetings of the Board
During the year, 5 ( ve) Board Meetings were held on the following dates:
20 May 2022 |
12 August 2022 |
7 November 2022 |
11 February 2023 |
28 March 2023 |
|
Change in Directors and Key Managerial Personnel
Re-appointment:
During the FY'23, the re-appointment of Ms. Jyotsna Poddar, as Non - executive Director
was approved at the AGM held on 30 September 2022.
Appointments:
The Board of Directors on the recommendation of the Nomination and Remuneration
Committee had approved the appointments of Mr. Kishor Shah, Ms. Ranjana Tibrawalla as
Independent Directors and Mr. Prakash Chandra Kejriwal as Non-Executive &
Non-Independent Director w.e.f. 12 May 2023. The Board also recommended the appointment of
Mr. Arvind Kumar Chaubey as the Manager w.e.f. 28 March 2023 in place of Mr.
Sirajuddin Khan, who has since been relieved.
The aforesaid appointments were approved by the shareholders by way of Postal Ballot.
Further, Mr. Ganesh Gupta was appointed as the Chief st
Financial Officer w.e.f. 21 January 2023 and Ms. Neha Singh was appointed as the
Company Secretary & Compliance Officer of the Company w.e.f. 12 May 2023.
Retire by Rotation:
Mr. Saroj Kumar Poddar, Non Executive Director & Chairman of the Company, who is
liable to retire by rotation at the forthcoming Annual General Meeting ('AGM'), has
expressed his unwillingness to seek re-appointment and correspondingly he will cease to be
a Director w.e.f. the conclusion of the forthcoming AGM.
On overwhelming request of the Board of Directors, Mr. Poddar accepted to be Chairman
Emeritus post his ceasing to be Chairman of the Board.
Re-designation:
Mr. Akshay Poddar, Non-Executive & Non-Independent Director, has been re-designated
as the Non-Executive Director & Chairman of the Company post conclusion of the
forthcoming AGM.
Resignations:
During the year, Mr. Utsav Parekh and Ms. Ramya Hariharan
ceased to be Independent Directors of the Company w.e.f.
nd nd
2 November 2022 and 2 March 2023 respectively in view of their resignations from the
Board of the Company.
Further, Mr. Kishor Kumar Rajgaria, Chief Financial Officer and
Mr. Rahul Harsh, Company Secretary & Compliance Officer had resigned from the
Company w.e.f. close of business on 25 July 2022 and 25 April 2023 respectively.
Proposed appointment:
The Board of Directors on the recommendation of the Nomination and Remuneration
Committee, has approved the appointment of Mr. A. K. Vijay as the Non-Executive &
Non-Independent Director for a period of 3 (three) years w.e.f. the conclusion of the
forthcoming AGM, subject to the approval of the shareholders.
The above recommendation of the Board is being placed for
approval of the Shareholders at the ensuing AGM.
Board Evaluation
Your Company has an existing Policy for the performance evaluation of Independent
Directors, Board, Committees and other Directors xing certain criteria, which was approved
by the Nomination and Remuneration Committee and thereafter was adopted by the Board. The
criteria for the evaluation include their functioning as Members of Board or Committees of
the Directors.
A structured questionnaire, formulated through discussions within the Board, has been
used for this purpose. Further, on the basis of recommendations of the Nomination and
Remuneration Committee and the performance review by Independent Directors, a process of
evaluation was followed by the Board for its own performance and that of its Committees
and the individual Directors. Furthermore, the evaluation of the Independent Directors was
performed by the entire Board of Directors. The evaluation criteria comprised of assessing
the various parameters including performance of the Directors, their expertise,
contribution to the strategic planning, etc.
The Board of Directors ensured that the evaluation of Directors was carried out without
the participation of the Director who was subject to evaluation.
Criteria for Appointment of Directors and Remuneration
Policy
The Nomination and Remuneration Committee has approved the criteria to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board of eminent Qualified
Professionals, entrepreneurs with diverse backgrounds and experience in business,
governance, education and public service. The criteria include the matrix of skills /
expertise / competencies as specified by the Board for identifying individuals to serve as
Director on the Board.
Your Company has a well-de ned Remuneration Policy for Directors, Key Managerial
Personnel and other employees of the Company. The Nomination and Remuneration Committee
periodically reviews the policy to ensure that it is aligned with the requirements under
the applicable laws. During the year, there has been no change in the policy.
The policy ensures equity, fairness and consistency in rewarding the employee on the
basis of performance against set of objectives. The Policy is available on the Company's
website. The web link for accessing such policy is:
http://www.texinfra.in/pdf/Remuneration_Policy.pdf.
Declaration by Independent Directors
All Independent Directors of your Company have given declaration that they meet the
criteria of independence as laid down under the Act, and the Listing Regulations.
The Board of Directors of the Company took on record the declarations submitted by the
Independent directors after undertaking due assessment of their independence from the
Management. The Independent directors of your Company have also con rmed their
registration with the independent directors' databank maintained by the Indian Institute
of Corporate A airs. The Independent Directors will undertake the pro ciency test, as may
be required, under the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Board is of the opinion that all the Independent Directors possess the requisite
integrity, expertise and experience including pro ciency to fulfill their duties to act as
such.
AUDIT COMMITTEE AND AUDITORS
Composition of Audit Committee
The composition of the Audit Committee is provided in the
Report on Corporate Governance as attached to this Report.
Statutory Auditors
At the 82 AGM held in the year 2022, Messrs L. B. Jha & Co.,
Chartered Accountants, Statutory Auditors of the Company, were appointed by the
Shareholders to hold the officeas such from the conclusion of 82 AGM until the conclusion
of 87 AGM of the Company.
Cost Auditors
Your Company has appointed Messrs. DGM & Associates, Cost Accountants, for
conducting the Cost Audit for the FY'23 in terms of the provisions of the Act and the
Companies (Cost Records and Audit) Rules, 2014.
The Board of Directors of your Company on the recommendation of the Audit Committee, at
its Meeting held on 12 May 2023 has approved the re-appointment of Messrs. DGM &
Associates, Cost Accountants (Firm Registration No. 000038), as the Cost Auditors to
conduct the Audit of the Cost Records of the Company for the FY'24 at a remuneration of
Rs34,000 (Rupees Thirty Four Thousand only) plus applicable taxes and out-of-pocket
expenses as incurred from time to time. The proposal for the rati cation of the
remuneration payable to Messrs. DGM & Associates is being placed for the approval of
Shareholders at the ensuing AGM.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, your Company is required to maintain cost records and
accordingly, such accounts and records are made and maintained.
Secretarial Auditor
Your Company has appointed Messrs. S. R. & Associates, Company Secretaries, for
conducting the Secretarial Audit for the FY'23 in terms of the provisions of the Act and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report in Form MR-3 is enclosed as
Annexure E.
Whistle Blower Policy
The details on the Whistle Blower Policy are provided in the
Report on Corporate Governance as attached to this Report.
INTERNAL FINANCIAL CONTROLS AND RISK
MANAGEMENT
The Company has a proper and adequate system of internal controls. This ensures that
all transactions are authorised, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. The Company
has also laid down policies for prevention and detection of frauds and errors and
eventually maintaining accuracy and completeness of accounting records. In addition there
are operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls. The system is commensurate with the size and the nature of operations
of the Company.
The Audit Committee also evaluates the risk management system and periodically reviews
the internal control system to ensure that it remains effective and aligned with the
business requirements of your Company.
Risk and Concerns
Your Company periodically reviews the risk management framework to keep it integrated
to the long term strategic plans and to address the external & internal risks.
The Risk Management Policy document, as approved by the Board of Directors has in its
scope, the establishment of a process for risk assessment, identi cation of risks both
internal and external, and a detailed process for evaluation and mitigation of risks.
The objectives of the Audit Committee pertaining to Risk Management is to monitor and
review the risk management system for the Company including identi cation therein of
elements of risks, if any, and such other related functions.
Your Company is having a Risk Management Committee ('RMC') duly constituted by the
Board of Directors of the Company. The composition of the RMC is provided in the Report on
Corporate Governance which forms a part of this Report.
DISCLOSURES
a) There has been no change in the nature of business of the Company during the year
under review.
b) There are no significant and material orders passed by the Regulators/ Courts /
Tribunals that would impact the going concern status of the Company and its future
operations.
c) There are no material changes and commitments affecting the financial position of
the Company which have occurred between the end of financial year and the date of this
Report.
d) The Reports of the Auditors do not contain any qualification / modi cation and hence
no explanation is required.
e) Deposits
During the FY'23, the Company has not accepted anyDeposits under the provisions of the
Act.
f) Share Capital
During the year, there was no change in the share capital of the Company. The Paid up
share capital of the Company as at 31 March 2023 was Rs 12,74,26,590.
g) Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal), Act, 2013
An Internal Complaints Committee ('ICC') has been set up in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder to promote safe & healthy work
environment and to redress complaints received regarding sexual harassment. The ICC meets
at regular intervals. Your Company has in place a Policy on prevention of Sexual
Harassment in accordance with the said Act and Rules.
During the year, no complaint was received by the ICC.
h) Disclosure with respect to compliance of Secretarial
Standards
The Company has duly complied with the necessary
requirements of the Secretarial Standards as issued by the Institute of Company
Secretaries of India relating to
Board Meetings and General Meetings.
OTHER INFORMATION
Annual Return
The copy of the Annual Return is available on the website of the Company. The weblink
for accessing Annual Return is: http://www.texinfra.in/pdf/ART2023.pdf .
Corporate Governance
Report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure
F and forms a part of this Report.
Dividend Distribution Policy
Your Company has in place a dividend distribution policy in line with the requirements
of the Listing Regulations. During the year, there has been no change in the policy.
The weblink for accessing such policy is: http://www.texinfra.
in/pdf/DDP.pdf.
Particulars of Loans, Guarantees and Investments
The details of Loans, Corporate Guarantees and Investments made during the FY'23 under
the provisions of Section 186 of the Act have been disclosed in the Financial Statement of
the Company.
Related Party Transactions
All related party transactions during the FY'23 were entered in
the ordinary course of business and on arm's length basis.
An omnibus approval from the Audit Committee for the financial year is obtained for the
transactions which are repetitive in nature. All related party transactions are reported
to and approved by the Audit Committee / Board of Directors. The details of such
transactions were also placed before the Audit Committee and Board of Directors for their
review, on a quarterly basis. During the year, there was no material related party
transaction entered into by the Company and as such disclosure in Form AOC-2 is not
required.
The Company has also formulated a policy on dealing with related party transactions and
the same is disclosed on the Company's website. The web link for accessing such policy is
http://www.texinfra.in/pdf/RELATED_PARTY_TRANSACTION_ POLICY.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5)
OF THE COMPANIES ACT, 2013
Your Directors state that:
(a) in the preparation of the Annual Financial Statements for the financial year ended
31 March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) relevant accounting policies as adopted are applied consistently and the judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of a airs of the Company at the end of the financial year and of the profit and loss
of the company for that period;
(c) proper and sufficient care had been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; d)
the Annual Financial Statements of the Company have
been prepared on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
|
For and on behalf of the Board |
Dated: 3 August 2023 |
S. K. Poddar |
Place: Kolkata |
Chairman |