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Directors Report of Techno Electric & Engineering Company Ltd.
Mar 31, 2025
Your Directors take pleasure in presenting the 20th annual report, along with the audited accounts of the
Company, for the year ended 31 March 2025.
Financial Performance
Brief financial details of its EPC business and Power Generation business are provided below:
|
Particulars |
Year ended |
Year ended |
|
Profit before finance cost and depreciation-Continuing Operation |
50,357.86 |
35,835.29 |
|
Profit before finance cost and depreciation-Discontinued Operation |
5,990.72 |
(345.85) |
|
Less: Finance Cost |
1,017.19 |
1,641.66 |
|
Depreciation |
768.88 |
748.04 |
|
Profit before tax |
54,562.52 |
33,099.74 |
|
Provision for taxation |
11,752.10 |
6,126.15 |
|
Profit after taxation |
42,810.42 |
26,973.59 |
|
Balance brought forward from previous year |
96,172.14 |
72,275.27 |
|
1,38,982.55 |
99,248.86 |
|
|
Appropriations Transfer to general reserve |
||
|
Final Dividend Paid |
8,140.97 |
6,457.14 |
|
Transfer from OCI-Re-measurement of defined benefit obligations |
20.31 |
19.78 |
|
Transfer from OCI on sale of equity share |
(1.15) |
(3,400.20) |
|
Surplus carried to balance sheet and OCI |
1,30,822.42 |
96,172.14 |
|
1,38,982.55 |
99,248.86 |
Dividend
Your directors have recommended a dividend
of T9/- per equity share of nominal value of T2/-
each for the financial year 2024-25 subject to the
approval of the Members.
Reserves
Your Directors have not transferred any amount to
General Reserve for the year under review.
Operational Performance
During the year under review, your Company has
registered turnover of T2,38,103.53 Lakhs from
EPC Business, T1,076.87 Lakhs from the Energy
(Power) business and also earned other operating
revenue of T993.20 Lakhs. The profit after tax was
at T42,810.42 Lakhs.
Annual Performance
Details of your Company''s annual performance
as published on the Company''s website and
presented during the Analyst Meet, after
declaration of annual results, can be accessed
using the link https://www.techno.co.in/investor/
financials/financial result.
Credit Ratings
During the year under review, the Company
has obtained credit ratings from ICRA for its
short term and long-term facilities as follows.
For brief details of credit ratings refer Report on
Corporate Governance.
Share Capital
The paid-up equity share capital as on March 31,
2025, was T23,25,99,148. During the year under
review, the paid-up Equity Share Capital of the
Company was increased to T23,25,99,148 through
Qualified Institutional Placement (QIP) of equity
shares, the details of which was already covered
in the Directors Report dated August 13, 2024 of
the Financial year 2023-2024.
During the year under review, the Company has
not issued any equity shares with differential
rights as to dividend, voting or otherwise.
Projects
During the year 2024-25, the following
projects were completed successfully:
1. Procurement of Plant, Design, Supply,
Installation, testing & commissioning of
500 kV Arghande (Kabul) Substation of Da
Afghanistan Breshna Sherkat.
2. Contract for Engineering, Procurement
& Construction of Extension of Kara
Substation & NEW 161/20 KV Substation at
Mango in TOGO.
3. Contact for establishment of 2x500MVA,
400/220 kV GIS Substation at Kasargoda &
Extension of 400kV Bays at Udupi.
4. Establishment of New 220/132KV SS at
Nangalbibra and associated bays as per
RFP and subsequent amendments issued
along with enquiry documents under the
Nangalbibra Bongaigang Transmission Ltd.
(NBTL) being executed by Sterlite Power
Transmission Ltd.
5. Supply & Service Contract for substation
Package SS01 for Construction of
400/220/132kV GIS Substation (New),
Mohanlalganj, Lucknow, U.P. (including
125MVAR Bus Reactor) under "Construction
of 400 /220/132kV GIS Substation,
Mohanlalganj (Lucknow) with associated
400kV lines, and other 765kV & 400kV LILO
lines at b765kV GIS Substation Rampur and
400kV LILO (Quad Moose on Monopole)
at 400kV GIS Substation Sector 123
Noida" U.P. Intra state through Tariff based
Competitive Bidding (TBCB) route.
6. Establishment of new 2X500MVA,
400/220KV Substation at Xeldem as per
RFP and subsequent amendments issued
along with enquiry documents under the
GOA Tamanar Transmission Project Limited
(GTTPL) being executed by Sterlite Power
Transmission Limited (herein after referred
as "SPTL")
7. On-Shore Supply, Service and Off-Shore
contract for GIS Substation package
ASM-SS04 under NER Power System
Improvement Project - World Bank Funded:
Intra-State-Assam of PGCIL.
8. Supply & Service contract of 33/11KV
Substations, Distribution substations along
with associated lines and related works
on turnkey basis in Srinagar circle of UT of
Jammu & Kashmir under prime Minister''s
Development package (PMDP)
9. Supply & Service Contract for GIS
Substation Pkg SS-90: for (i) Extn. of
765/400KV Nizamabad GIS substation
including 765kV Bus ducts, Bushing,
400kV GIS bays etc. under Augmentation
of transformation Capacity in Southen
Region; (ii) (a) Extn. of 400/230kV Tuticorin-
II GIS S/S for Installation of 4th ICT & (b)
Extn. of 400/230kV Tuticorin-II GIS S/S for
Installation of 5th ICT Under Transmission
system for Tirunelveli and Tuticorin Wind
Energy Zone (Tamil Nadu) (500MW) and (iii)
Extn. of 400kV Nizamabad GIS SS under
Consultancy service to TSTRANSCO.
10. Construction of 400/220 KV Sub-Station at
Dhardehi (Bilaspur) (upgradation of existing
220/132 KV substation Dhardehi) on turnkey
basis against tender No TR-21/02 (Rfx No. -
8100022809).
11. Distribution System Improvement: Turnkey
contract for Supply & Construction of New/
Augmentation of 33kV / 11kV / LT lines in
Tripura-Package III - LOT_1.
12. 765Kv AIS Substation Package - SS108 for
Establishment of 765/400/220kV Karnool
- III (New) S/S Including 1x125MVAR,
400kV 3ph Bus Reactor under Transmission
Scheme for Evacuation of power from RE
Sources in Karnool Wind Energy Zone
(3000 MW) / Solar Energy Zone (1500 MW)
Part-A.
13. Supply of Goods & Service Contract for
765kV AIS (NEW) SS Package SS-01 for
Establishment of 765/400 kV 2x1500MVA
at Sikar-II with 400kV (1x125 MVAR) and
765Kv (2x330 MVAR) bus reactor (Including
site levelling and related land development
works) associated with "Transmission
system Strengthening for Evacuation of
Power from Solar Energy Zones in Rajasthan
(8.1 GW) under Phase-II Part-C.
14. Supply of Goods & Service Contract for
765kV AIS SS Package SS-01 for Extension
of 765kV Sikar-II SS associated with
"Transmission system Strengthening for
Evacuation of Power from Solar Energy
Zones in Rajasthan (8.1 GW)
under Phase-II Part-D.
15. Supply, Service & Civil package for design,
engineering, manufacturing, assembly,
testing at manufacturer''s work, packing &
forwarding/dispatch, supply of material/
equipment, transportation including transit
Insurance on FOR site including Civil Works
on BOQ basis for 765kV AIS Bay Extension
to establish Inter-State transmission system
for "Transmission scheme for evacuation
of 4.5GW RE injection at Khavda PS under
Phase II- Part A Lakadia, Gujarat Project.
16. Supply of Goods & Service Contract for
GIS Substation Extension Package SS107
for (i) Extension of 400/220kV Rajgarh SS
(Powergrid) Under Transmission system
for providing connectivity to M/s VEH
Jayin Renewables Pvt Ltd (ii) Extension of
765/400kV Pune, Shikrapur SS (powergrid)
under Westen Region Expansion Scheme-
XXXI (WRES-XXXI) and (iii) Extension
of 132/66kV Gangtok SS under Eastern
Region Expansion Schemes - ERES-XXX
& ERESXXXIII, Spec. No - CC/NT/W-GIS/
DOM/A04/23/00296.
The following projects are on-going and are
expected to be completed as per schedule:
1. Supply & Service Contract for SS Pkg
SS-03 (Pkg-02) for Turnkey Contract
Package of Design, Manufacturing, Supply,
Erection, Testing & Commissioning of
220/33 kV, 50 MVA GIS Substation at
Diskit (Nubra) Including staff Quarters
& associated facilities along with 220kV
Line Bay at PGCIL''s existing GIS SS at
Phyang, associated with Strengthening of
Transmission system of LPDD (erstwhile
JKPDD) under PMDP Scheme 15.
2. Supply & Service Contract for Materials/
Equipment/structures/Spares/etc. for the
Construction of 220kV GIS Substation and
associated works at Pathanamthitta and
Kakkad on Turnkey basis
(Sabari SS Package).
4. Distribution System Improvement: Turnkey
contract for Supply & Construction of New/
Augmentation of 33kV / 11kV / LT lines in
Tripura-Package III - LOT_2.
5. Distribution System Improvement: Turnkey
contract for Supply & Construction of New/
Augmentation of 33kV / 11kV / LT lines in
Tripura-Package III - LOT_3.
6. Contract for EPC Package for supply and
Installation of Flue Gas Desulphurization
(FGD) System for Kalisindh Thermal Power
Project (KaTPP), Unit# 1 & 2 (2X600MW)
Jhalawar, District Jhalawar, Rajasthan, India
(Second Contract) for providing three year
Operational & Maintenance service for FGD.
7. Contract for EPC Package for supply and
Installation of Flue Gas Desulphurization
(FGD) System for Kota Super Thermal
Power Station (KSTPS), Unit# 5 (1X210MW),
6 & 7 (2X195MW) Kota Rajasthan, India
(Second Contract) for providing three year
Operational & Maintenance service for FGD.
8. Supply & Service Contract for 220kV
GIS Substation Package SS-75: for (i)
Extension of 220kV Drass (GIS) Substation
& Extension of 220kV Alusteng (AIS)
Substation under Transmission System
Strengthening of Srinagar Leh Transmission
System and (ii) Extension of drass and
66/11KV New Zojila East (GIS) S/S under
consultancy service to NHDICL.
9. LOA for LOT-B Appointment of Advanced
Metering Infrastructure (AMI) Implementing
Agency for smart Metering for 2.5 Lakh
Consumers in UT of Jammu & Kashmir on
DBFOOT Basis" issued against RFP No
GEM/2022/B/2393485 dated 04.08.2022.
10. Supply of Goods & Service Contract for
400KV New SS Package - SS10T associated
with "Transmission scheme for Solar Energy
Zone in Ananthpuram (Ananthapur) (2500
MW) and Kurnool (1000MW), Andhra
Pradesh" through Tariff Based Competitive
bidding (TBCB) route.
11. LOA for" Project Management Consultancy
(PMC) services on Lumsum basis which
includes review of engineering, procurement,
quality and execution by EPC Contractors,
review of logistics management, review of
field quality management, review of health-
safety-environment management, review
the progress in obtaining the statutory
clearances, review of reports pertaining to
material Inspection & field Inspection by
Third Party Inspector, review of billing &
Invoicing management, review of Contract
Closure activities, review of project progress,
etc. for establishment of - 320kV, 1X1000
MW VSC based HVDC Scheme in Mumbai.
12. Supply of Goods & Service Contract for
SS Package SS01 for (i) 765/400Kv Dausa
New S/s including 400kV class Bus Reactor
& Line Reactor and (ii) Extension of 765Kv
Beawar SS associated with Transmission
system for evacuation of power from REZ in
Rajasthan (20GW) under Phase-III-Part-H
through tariff based competitive bidding
(TBCB) route.
13. LoA for the appointment of Advanced
Metering Infrastructure Service Provider
(AMISP) for Smart Metering on Design Build
Finance-Own-Operate-Transfer (DBFOOT)
basis under RDSS scheme.
14. Letter of Intent (LOI) for Supply and
Construction of 765KV/400KV AIS
substation along with associated bay
extension for "Establishment of Inter-State
Transmission System for evacuation of
power from Rajasthan REZ Ph-IV (Part-1)
(Bikaner Complex): Part-B" under Neemrana
Transmission Limited (NTL), being awarded
to Sterlite Power Transmission Limited
(SPTL).
15. Letter of Award (LOA) for "design,
engineering, manufacturing, assembly,
testing at manufacturer''s work, packing &
forwarding/dispatch, supply of material/
equipment, transportation including transit
Insurance on FOR site basis receipt of
material at site, unloading, storage at
site, handling at site, erection, testing &
commissioning (ETC) of all the materials/
equipment and auxiliaries in all respect
including Civil works on BOQ basis for
765kV Substation (AIS) at Halvad under
TBCB Khavda Ph-III-Part-A Project in
Gujarat State".
16. LOA for the appointment of Advanced
Metering Infrastructure (AMI) Service
Provider for Smart Prepaid Metering in
Kashmir power Distribution Corporation Ltd
(KPDCL) on DBFOOT basis issued against
Gem bid No GEM/2023/3138132 dtd
15.02.2023.
17. Supply, Erection, Commissioning & Testing
of twelve (12) nos. 33/11 KV E-House sub¬
station (Containerized s/s) for developing
11 KV infrastructure at prospective location
in DVC command area and construction of
two (2) nos. central Control Room on Turn
Key Basis.
18. Supply and Service Contract for 765KV
Substation (New) Package SS-11T for
Establishment of 3x1500MVA (765/400kV),
5x500MVA (400/220KV) station at suitable
border location near Bidar including 400kV,
125MVAR Bus Reactor under "Transmission
Scheme for Solar Energy Zone in Bidar
(2500 MW), Karnataka" though Tariff Based
Competitive Bidding (TBCB) route.
19. LOA for the work of appointment of
Advanced Metering Infrastructure (AMI)
Service Provider for Smart Prepaid Metering
in Ranchi, Medininagar & Hazaribagh
Transformer Metering, Feeder Metering,
Feeder Metering and energy accounting
under RDSS Scheme
20. LOA for the appointment of Advanced
Metering Infrastructure Service Provider
(AMISP) for Smart Prepaid Consumer
& system Metering in Tripura State
on DBFOOT basis under Revamped
Distribution Sector Scheme (RDSS)
During the year, the Company was successful
in bagging the following Orders:
1. Supply of Goods and Service Contract for
Augmentation of transformation capacity at
Amargarh (GIS) S/s by 1x315MVA, 400/220
kV ICT (3rd) (three single phase units of
105MVA) along with associated transformer
bays along with GIB (420 kV & 245 kV 1-Ph
indoor and outdoor GIB) on LSTK basis NIT
dated 21.07.2023
2. LOA of Establishment of Transmission
scheme for evacuation of power from Dhule
2 GW REZ through Tariff based competitive
bidding process (TBCB)
3. LOA for Establishment of Western Region
Expansion Scheme XXXIII (WRES-XXXIM)
Part - C through Tariff based competitive
bidding process (TBCB)
4. Project means the design, engineering,
construction, Installation, testing and
commissioning of 2X1500MVA, 765/400KV,
2X500MVA, 400/220kV Substation at
Karera along with LILO of Satna-Gwalior
765kV S/c line at Karera.
5. Procurement of Plant Design, Supply,
Delivery, Installation, Testing and
Commissioning of Lot 1: 400kV Ratmate
Substation and works at Lapsiphedi and
New Hetauda Substations (MCA-N/ETP/
CB/004A)
6. Procurement of Plant Design, Supply,
Delivery, Installation, Testing and
Commissioning of Lot 3: 400kV New
Damauli Substation (MCA-N/ETP/CB/004C)
7. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer''s work,
packing & forwarding/dispatch, supply
of material / equipemnt, transportation
including transit Insurance on FOR site basis
receipt of material at site, unloding, storage
at site, handling at site, erection, trsting &
commissioning (ETC) of all the materials
/ equipment and auxiliaries in all respect
including Civil works on BOQ basis for
Augmentation of 400/220kV AIS substations
at Lakadia under "Lakadia-RTM" Project in
Gujarat State
8. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer''s work,
packing & forwarding/dispatch, supply
of material / equipemnt, transportation
including transit Insurance on FOR site
basis receipt of material at site, unloding,
storage at site, handling at site, erection,
trsting & commissioning (ETC) of all the
materials / equipment and auxiliaries in all
respect including Civil works on BOQ basis
for 765kV AIS substations at Lakadia & Bhuj
under "Khavda Phase-IV Part-A" Project in
Gujarat State
9. LOA for Construction of 400/220Kv, 2x500
MVA GIS at Sonapur (NEW) along with
associated Transmission Lines (hereafter
called "Package H®" and Tender Reference
No - AEGCL/MD/AIIB/PACKAGE-
H®/2023/01-H®
10. LOA for Construction of establishment of
"north Eastern Region Expansion Scheme-
XVI (NERES-XVI) through tariff Based
Competitive bidding process (TBCB)
1.Establishment of New Gogamukh
400/220/132kV substation. 2. Gogamukh
(ISTS) - Gerukamukh (Arunachal Pradesh)
132kV D/c (Zebra)line 3. LILO of one D/c
(ckt-1 & ckt-2 of line-1) of Lower Subansiri
- Biswanath Chariali 400kV (Twin Lapwing)
2xD/c lines at Gogamukh S/s
11. Supply of Goods and Services Contract
for 765kV AIS Substation Package SS-42T
(forSPV portion) for (a) Establishment of
765/400kV Sirohi including 400kV, 2x125MV
Ar (3-ph) Bus reactor & 2x80MVAr (3ph)
Line reactor at Sirohi (b) Extn at 765kV
Fatehgarh-IV for termination of Fatehgarh-
IV (Section-2) PS - Sirohi PS 765 kV D/c
line (c) Extn of 400kV Chittorgarh S/s for
termination of Sirohi PS-Chittorgarh (PG)
400 kV D/c line under Transmission system
for evacuation of power from Rajasthan REZ
Ph-IV (Part-2 : 5.5GW) (Jaisalmer/Barmer
Complex) Part-B under TBCB route
12. Supply of Goods and Service Contract
for Substation Package SS98 for (i)
Construction of New 220/33 kV GIS
(NEW) Substation at Nilgrah including 2
nos. of 25MVA, 220/33kV, 3ph ICT and
33kV Switchgears, (ii) LILO of one ckt
of Alusteng - Leh 220KV S/c line on D/c
towers at Nilgrah and (iii) Laying of 33KV
lines (consists of Overhead line (OH) and
33KV underground cable (UG)) under
Western Zojila Consultancy work to M/s
NHIDCL., Spec No - CC/NT/W-GIS/DOM/
A04/23/12337
13. LOA for Design, engineering, manufacturing,
assembly, testing at manufacturer''s work,
packing & forwarding/dispatch, supply of
material / equipemnt along with spares and
tools and tackles, transportation including
transit Insurance on FOR site basis receipt
of material at site, unloding, storage at
site, handling at site, erection, trsting &
commissioning (ETC) of all the materials
/ equipment and auxiliaries in all respect
including Civil works on LSTK (Lumpsum
Turnkey) basis for Khavda Phase-IV
Part-D Transmission scheme includes
establishment of a new Pune-III (GIS) S/S
and extension of 765Kv SS at Boisar
14. 765kV AIS (New) Package SS-72T (for SPV
Portion) for (i) Establishment of 765/400kV,
2x1500 MVA S/s at suitable location near
Ghiror (Distt. Mainpuri), (ii) Extension of Dausa
S/s and (iii) Extension of 400kV Firozabad
associated with Transmission system for
evacuation of power from Rajasthan REZ Ph-
IV (Part-4- 3.5 GW) Part A through tariff based
competitive bidding (TBCB) route.
15. Supply of Goods and Service Contract for
765kV AIS Pkg-SS 63T for (i) Establishment
of 765/400kV 4x1500MVA, 400/220kV
4x500 MVA Pooling Station near
Davanagere / Chitradurga, Karnataka with
provision of two (2) sections of 4500 MVA
each at 400kV level and provision of four (4)
sections of 2500 MVA each at 220kV level
associated with Transmission Scheme for
integration of Davanagere / Chitradurga and
Bellary REZ in Karnataka.
16. Supply of Goods and Service Contract for
765kV AIS Pkg-SS 65T for Upgradation of
Madhugiri {Tumkur (Vasantnarsapura)} to its
rated voltage of 765kV Voltage level under
Scheme "Transmission System for integration
of Davanagere/Chitradurga REZ through tariff
based competitive bidding (TBCB) route.
Material Changes and Commitments
No material changes, except the raising of funds
through Qualified Institutional Placement (QIP),
have occurred during the financial year of the
Company and the same was covered in the
Directors Report dated August 13, 2024.
Significant and material Orders by
Regulators
No significant and material orders have been
passed by any regulators or courts or tribunals
impacting the going concern status and
company''s operations in future.
Internal Financial Control and Internal
Audit
The Company has adequate internal financial
controls in place to manage its affairs. Proper
policies and procedures are adopted by the
company for ensuring the orderly and efficient
conduct of its business, including adherence to
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 information and the same is reviewed at
regular intervals depending upon the situation of
the business of the Company.
To maintain its objectivity and independence,
the Internal Audit function reports directly to the
Chairman of the Audit Committee and present
their observations before the Audit Committee.
The Internal Audit team monitors and evaluates
the efficacy and adequacy of internal control
systems in the Company, its compliance with
operating systems, accounting procedures and
policies at all locations of the Company and its
subsidiaries. Based on the report of internal audit
function, process owners undertake corrective
action(s) in their respective area(s) and thereby
strengthen the controls.
The Audit Committee reviews the reports
submitted by the Internal Auditors in its
quarterly meetings.
Subsidiaries/Associates/Joint Ventures
Material Subsidiary
Your Company doesn''t have any material
subsidiary in the year under review.
Non-material Subsidiary and Associates
Your company has the following non-material
non-listed subsidiaries namely:
Techno Infra Developers Private Limited;
Techno Digital Infra Private Limited;
Techno Digital Infra 2 Private Limited
(Formerly: Techno Wind Power Private Limited);
Techno Data Center Limited;
Rajgarh Agro Products Limited;
Techno AMI Solutions Private Limited;
Techno AMI Solutions 1 Private Limited;
Techno AMI Solutions 2 Private Limited;
Techno AMI Solutions 3 Private Limited;
Techno AMI Solutions 4 Private Limited;
Techno Electric Overseas Pte. Limited;
NERES XVI Power Transmission Limited;
(w.e.f. 30.05.2024)
NERGS-I Power Transmission Limited;
(w.e.f. 30.06.2024)
Techno Digital Infra 1 Private Limited;
(w.e.f. 26.09.2024)
Techno Green Energy Private Limited (Subsidiary
till 26.11.2024)
Your company doesn''t have any associate or
joint venture companies within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act")
as on March 31, 2025. There has been no materia
change in the nature of the business of the
subsidiaries during the year under review, except
M/s. Techno Wind Power Private Limited, whose
nature of business was changed to development
of digital infrastructure and the name was also
changed accordingly.
Pursuant to the provisions of Section 129(3)
of the Act, a statement containing the salient
features of financial statements of the Company''s
subsidiaries in Form No. AOC-1 is attached to the
financial statements.
The Annual Reports of the subsidiary companies
are not attached to the Annual report. However,
the same is available at the Corporate Office of
the Company for inspection by members during
working hours and also available at the website
of the Company at https://www.techno.co.in/
investor/financials/financial result. Relevant
financial information of the Subsidiaries has been
disclosed in this Annual Report as required.
Outlook and Opportunities
Power Sector:
Alongside a continued need for conventional
power generation, the future of India''s power
sector is trending towards increased reliance on
renewable energy sources. India is aiming for
a significant increase in non-fossil fuel-based
power capacity, targeting 500 GW by 2030.
This transition is driven by government policies,
private investment, and the need to address
climate change.
While the share of fossil fuel-based power is
declining, coal-based power plants remain
crucial for ensuring a stable and reliable energy
supply, especially given the projected increase
in electricity demand. Solar and wind power
generation are experiencing substantial growth,
with India committed to installing 50 GW of
non-fossil fuel capacity annually. Nuclear power
generation is also increasing, contributing to
the diversification of the energy mix. India is
expected to attract substantial investments in
the renewable energy sector, with estimates
reaching billions of dollars. Integrating advanced
technologies like Artificial Intelligence (AI),
Internet of Things (IoT) and smart grids is crucial
for managing the increasing complexity of the
power system, especially with the integration of
renewable energy sources. The is revolutionising
the power sector by enhancing efficiency,
reliability, and sustainability across the entire
energy value chain.
India''s electricity demand is projected to increase
significantly, requiring substantial investments in
both conventional and renewable energy sources
to meet the growing needs of a rapidly developing
economy. Energy storage solutions, such as
batteries, will play a vital role in integrating
renewable energy sources and ensuring grid
stability. A skilled and adaptable workforce is
essential for managing the evolving power sector,
requiring training and development programmes
aligned with the future needs of the industry.
Advanced Metering Solutions:
The smart metering sector in India is poised
for significant growth, driven by government
initiatives, increasing energy demand, and
the need for efficient energy management.
The market is expected to grow and expand
rapidly. This growth is fuelled by the adoption of
advanced metering infrastructure (AMI), prepaid
smart meters, and the Integration of Internet of
Things (IoT) and data analytics.
The Indian government is actively promoting
smart grid development and the adoption
of smart meters as part of its digitalization
and energy efficiency goals. Rising electricity
consumption, particularly in urban areas,
necessitates more efficient and intelligent
energy management systems. Smart meters
are crucial for modernising the grid, enabling
better load management, reducing power theft,
and improving overall grid stability. Growing
awareness among consumers about the benefits
of smart meters, such as transparent billing,
real-time monitoring, and potential cost savings,
is driving adoption. Integration of IoT, data
analytics, and AI is enhancing the functionality
and efficiency of smart meters, making them more
sophisticated and user-friendly. Smart metering
is a key component of smart city development,
contributing to the overall efficiency and
sustainability of urban infrastructure. The adoption
of AMI technology is expected to increase
significantly, driven by the need for real-time data
analytics and efficient energy management. The
demand for prepaid smart meters is projected to
grow, offering consumers more control over their
energy usage and providing flexible payment
options. Smart meters are generating vast
amounts of data that can be analysed to improve
energy consumption patterns, optimise grid
operations, and identify potential areas for energy
savings. Cybersecurity is a major consideration,
and smart meters are being designed with
robust encryption and security protocols to
protect against data breaches and unauthorised
access. Smart meters will play a vital role in
integrating renewable energy sources into the
grid, enabling efficient management of fluctuating
energy production.
Ensuring that smart meters and the associated
infrastructure are compatible and adaptable to
future technological advancements is crucial.
Maintaining reliable communication networks for
real-time data transmission is essential for the
smooth functioning of smart metering systems.
Establishing clear standards for smart meter
technology and data communication protocols
is important to avoid vendor lock-in and ensure
interoperability. Educating consumers about the
benefits and proper usage of smart meters is vital
for maximising their adoption and impact. Training
and developing a skilled workforce to manage
and maintain the smart metering infrastructure is
essential for its successful deployment.
Overall, the smart metering market in India is on a
trajectory of rapid growth and transformation. The
increasing adoption of smart meters is expected
to revolutionise energy management, improve grid
efficiency, and empower consumers to manage
their energy consumption more effectively. Being
one of the distinct player in AMI segment, Techno
is well placed now for future opportunities.
Data Center:
India''s data centre market is experiencing rapid
growth and is poised for significant expansion
in the coming years, driven by factors like
increased data consumption, the adoption of AI
and cloud computing, and government initiatives
promoting digitalisation. The proliferation
of digital content, e-commerce, and online
services is leading to a surge in data creation
and storage needs. The growing adoption of AI,
including machine learning and deep learning, is
creating a high demand for data processing and
storage capabilities, further boosting the data
center market. The shift towards cloud-based
solutions by businesses and individuals is also
contributing to the increased demand for data
center infrastructure. Supportive policies and
the designation of data centres as infrastructure
are facilitating investments and expansion in the
sector. The emphasis on data localisation, driven
by data privacy and security concerns, is also
a key factor in the growth of the domestic data
center market.
Data center operators are increasingly focusing
on sustainable practices, including the use of
renewable energy and water recycling, to reduce
their environmental impact. The industry is
witnessing advancements in areas like energy-
efficient solutions, hyper-converged infrastructure,
and high-density rack space to meet the
evolving needs of AI and other technologies. A
significant amount of investment is expected in
the coming years to expand data center capacity
and capabilities.
The data center market is becoming more
competitive, with operators focusing on providing
advanced infrastructure and sustainable
solutions to attract clients. Even though Techno
is a new player in this segment, but we believe
and ambitious to have a strong footing in
this segment.
Listing of shares
The equity shares of the Company are listed with
BSE Limited (Code: 542141) and the National Stock
Exchange of India Limited (Symbol: TECHNOE).
Directors
As on March 31, 2025, the Board consisted of Six
Independent (Non-Executive) Directors including
one Woman Independent Director, One Managing
Director (Executive), One Whole-time Director
(Executive), One Non-Independent Woman
Director (Non-Executive) and Two Professional
Directors (Non-Executive).
Appointment/ Reappointment /
Resignation of Director
Mr. Shailesh Kumar Mishra:
During the year under review, the designation of
Mr. Shailesh Kumar Mishra (DIN:08068256) was
changed to Non-Executive Director in Professional
capacity on June 28, 2024 by the Board on
recommendation of Nomination & Remuneration
Committee and approval of the Members of the
Company was obtained in the Annual General
Meeting held on September 26, 2024.
In accordance with the requirements of the Act and
the Company''s Articles of Association, Mr. Shailesh
Kumar Mishra (DIN:08068256), Non-Executive
Non-Independent Director is liable to retire by
rotation at the ensuing Annual General Meeting and
seeking re-appointment by the shareholders. The
resolution seeking Members'' approval for his re¬
appointment forms part of the Notice. A brief profile
of Mr. Shailesh Kumar Mishra is given below:
Brief Profile
Mr. Shailesh Kumar Mishra aged about 61 years
residing at A702, Time Residency, Sector - 63,
Gurugram, Haryana - 122011. He has more than
40 years of experience in Power Sector.
Qualification:
Bachelor in Electrical Engineering from NIT,
Bhopal in 1985;
Certified Energy Auditor from Bureau of Energy
Efficiency in 2012.
Professional Experience:
|
Name of Organization |
Position held and Nature of Duties |
|
PowerGrid Himachal |
Chief Executive Officer (CEO) |
|
PowerGrid Corporation of |
Director (Power Systems) |
|
India Ltd. |
Responsible as Board Member for discharging day to day company affairs. Team |
|
Member of key panels for transmission planning for evacuation of 500 GW |
|
|
PowerGrid Corporation of |
Executive Director (QA&I and CMD Coordination Cell), Corporate Centre. Overall supervision of all functions of Company in installation of 765/400/220 Kv |
|
Name of Organization |
Position held and Nature of Duties |
|
PowerGrid Corporation of |
General Manager |
|
India Ltd. |
Worked in various capacities and handled Quality Assurance & Inspection, |
|
NTPC Ltd. |
Sr. Engineer Construction, Operation and Maintenance of 400/220 KV Transmission Assets. |
Mr. Arun Duggal:
The appointment of Mr. Arun Duggal was already
reported in last year. However, since it was
happened in last financial year, a brief summary is
presented in this report as follows:
Based on recommendation of Nomination
& Remuneration Committee, and the Board
and in accordance with the provisions of the
Act and Listing Regulations, Mr. Arun Duggal
(DIN: 00024262) was appointed as Additional
Independent Director by the Board on August
13, 2024 for a term of 5 years and the approval of
Members was obtained for the said appointment of
Mr. Duggal as an Independent Director by a Special
Resolution at the Annual General Meeting held on
September 26, 2024 i.e. within the stipulated time.
Mr. Ankit Saraiya
Mr. Ankit Saraiya, Whole-time Director was
designated as Chief Executive Officer (CEO)
of the Company by the Board of Directors,
on recommendation of the Nomination and
Remuneration Committee on April 05, 2025.
Cessation of Directors
During the financial year, there has been no
cessation of any director in the Company.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are -
Mr. Padam Prakash Gupta, Managing Director;
Mr. Ankit Saraiya, Whole-time Director & CEO;
Mr. Pradeep Kumar Lohia, Chief Financial Officer;
Mr. Niranjan Brahma, Company Secretary and
Compliance Officer.
Declaration by independent Directors
The Company has received Statement on
declaration from each independent director
under Section 149(7) of the Companies Act,
2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The declaration is attached with the report as a
separate annexure.
In the opinion of the Board, there has been
no change in the circumstances which may
affect their status as Independent Directors of
the Company and the Board is satisfied of the
integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all
Independent Directors on the Board.
Meetings of Directors
Board Meeting
During the year 2024-25, Four meetings of the
Board of Directors of the Company were held. The
details of the meetings of the board are available
in the corporate governance report, which forms
part of this report.
The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the Act
and the SEBI Listing Regulations.
Independent Directors'' Meeting
The Independent Directors of the Company
had met on March 28, 2025 to review the
performance of non-independent directors and
the Chairperson of the Company, including overall
assessment on the effectiveness of the Board in
performing its duties and responsibilities. The
Board comprises Members who have expertise in
Technical, Banking and Finance.
The Directors evaluate their performance and
contribution at every Board and Committee
Meetings based on their knowledge, experience
and expertise on relevant field vis-s-vis the
business of the Company.
Annual Evaluation of Board Performance and
performance of its Committees and Individual
Directors
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board
evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be
made by the Board of its own performance and
that of its committees and individual directors.
Schedule IV of the Companies Act, 2013 states
that the performance evaluation of independent
directors shall be done by the entire Board of
Directors, excluding the director being evaluated.
The board of directors has carried out an annual
evaluation of its own performance, board
committees and individual directors pursuant
to the provisions of the Act and the corporate
governance requirements as prescribed by
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements),
Regulations 2015 ("SEBI Listing Regulations").
In a separate meeting of independent directors,
performance of non-independent directors,
performance of the board as a whole and
performance of the chairman was evaluated,
considering the views of executive directors
and non-executive directors. The same was
discussed in the board meeting that followed the
meeting of the independent directors, at which
the performance of the board was also discussed.
Performance evaluation of independent directors
was done by the entire board, excluding the
independent director being evaluated and the
performance of the Board, its committees and
individual Directors was discussed.
Policy on Board Diversity and Director
Attributes and Remuneration Policy for
Directors, Key Managerial Personnel
and Other Employees
In terms of the provisions of Section 178(3) of the
Act and Regulation 19 read with Part D of Schedule
II to the Listing Regulations, the Nomination and
Remuneration Committee (NRC) is responsible
for determining qualification, positive attributes
and independence of a Director. The NRC has
formulated the policy and recommend to the Board,
the remuneration of the Directors, KMP etc.
In line with this requirement, the Board has
adopted policy on Board Diversity and Director
Attributes and Remuneration Policy for Directors,
KMP etc. of the Company, is available on
Company''s website at https://www.techno.co.in/
investor/codes and policies.
Familiarisation Programme for Directors
All Board Members of the Company are accorded
every opportunity to familiarise themselves with
the Company, its management, its operations and
above all, the industry perspective and issues.
For details of familiarisation programme refer the
Report on Corporate Governance.
Nomination and Remuneration of
Directors
The Nomination and Remuneration Committee
of the Board comprises three directors as its
members with one independent director as its
Chairperson. It has formulated the policy for
appointments of Directors and Key Managerial
Personnel and determination of remuneration
including the criteria for determining qualification,
positive attributes independence of a director and
other matters as provided under sub-section (3) of
section 178 of the Companies Act, 2013. In terms
of the Policy, the non-executive directors and
the independent directors shall not receive any
remuneration, except the sitting fees for attending
meetings of the Board and its Committees.
The details of the committee including its role
and responsibilities are given in the Corporate
Governance Report.
Corporate Social Responsibility (CSR)
The Company has in place a Corporate Social
Responsibility (CSR) Committee comprising of
three independent directors and one non-executive
director. The Committee acts as per the CSR policy
which provides guidelines to conduct CSR activities
of the Company. The CSR policy is available on the
website of the Company at https://www.techno.
co.in/investor/codes and policies. During the year,
the Company was supposed to spend ^545.60
lakhs. It had allocated ^548.20 lakhs and spent
^518.90 lakhs towards CSR projects and transferrec
^44.50 lakhs to the Unspent CSR Account opened
with ICICI Bank, relating to the ongoing projects,
including ^26.70 lakhs towards provision for cost
escalation. The statement on CSR activities, in
terms of Section 135 of the Companies Act, 2013, is
annexed to this report.
Risk Management
The Company has a Risk Management
Committee comprising of three directors. The
purpose of risk management committee of
the Board is to assist the Board in fulfilling its
corporate governance oversight responsibilities
with regard to the identification, evaluation and
mitigation of operational, strategic and external
environmental risks. The committee has overall
responsibility for monitoring and approving
the risk policies and associated practices of
the company and also formulated the Risk
Management Policy which is available at the
Company''s website at https://www.techno.co.in/
investor/codes and policies.
The risk management committee is also
responsible for reviewing and approving risk
disclosure statements in any public documents or
in the Corporate Governance Report.
Vigil Mechanism
The Company has established the vigil mechanism as
per Companies (Meetings of Board and its Powers)
Rules, 2014, that provides a formal mechanism for
all Directors, employees and vendors and make
protective disclosures about unethical behaviour,
actual or suspected fraud or violation of the Company
The Vigil Mechanism comprises the Whistleblower
policy which intends to cover serious concerns that
could have grave impact on the operations and
performance of the business of the Company. The
policy neither releases employees from their duty of
confidentiality in the course of their work, nor can it
be used as a route for raising malicious or unfounded
allegations against people in authority and / or
colleagues in general. The Whistleblower policy is
available at the Company''s website at https://www.
techno.co.in/investor/codes and policies.
Audit Committee
The Company has an Audit Committee in
place with three independent directors and
one non-independent director as its members.
One independent director is the Chairperson
of the Committee. The details of the committee
including its role and responsibilities are given in
the Corporate Governance Report.
Stakeholders Relationship Committee
The Company has in place a Stakeholders
Relationship Committee comprising of three
directors with one independent director as its
Chairperson. The Committee meets once in
every quarter to look after the Grievances of
Stakeholders. The Company is also registered
with SCORES (the investor compliant/grievance
platform), to facilitate the stakeholders to register
their complaints / grievances. The details of the
committee including its role and responsibilities
are given in the Corporate Governance Report.
Dividend Distribution Policy
In terms of Regulation 43A of the Listing
Regulations, the Company has in place a dividend
distribution policy. The object of the policy is to
share profit of the Company with the shareholders
appropriately and to ensure funds are available
for the growth of the Company. The policy inter
alia describes the circumstances under which the
shareholders may or may not expect dividend, the
financial parameters that shall be considered while
declaring dividend, internal and external factors
that shall be considered for declaration of dividend,
policy for utilization of retained earnings and the
parameters with respect to different classes of
shares for declaration of dividend. The said policy
is available at the Company''s website at https://
www.techno.co.in/investor/codes and policies.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board
of Directors, to the best of its knowledge and
ability, confirm that:
a) That in the preparation of the annual
accounts, the applicable Accounting
Standards were followed, along with proper
explanation relating to material departures;
b) That the selected accounting policies are
reasonable and prudent so as to give a
true and fair view of the Company''s state of
affairs and profit at the end of the financial
year, and applied them consistently;
c) That proper and sufficient care was taken
for maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding
the Company''s assets and for preventing
and detecting fraud and other irregularities;
d) That the accounts for the period ended
March 31, 2025 is on a going-concern basis.
e) That proper internal financial control
has been laid down and followed by
the company and that such internal
financial controls are adequate and are
operating effectively.
f) That proper system has been devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
Deposits
The Company has not accepted any deposits from
public or others during the year under Sections 73
to 76 of the Companies Act, 2013 read with The
Companies (Acceptance of Deposits) Rule, 2014.
Auditors
Statutory Auditor and Statutory Auditors'' Report
At the 17th Annual General Meeting held on
September 26, 2022 the Members approved the
appointment of M/s. Walker Chandiok & Co. LLP,
Chartered Accountants, (Firm Registration No.
001076N/N500013) as the Statutory Auditors of
the Company for a term of 5 years commencing
from the conclusion of the 17th Annual General
Meeting till the conclusion of the Annual General
Meeting to be held in the year 2027.
The standalone and consolidated financial
statements of the Company have been prepared
in accordance with Ind AS notified under Section
133 of the Act and audited by the Auditors.
The Statutory Auditor''s Report does not contain
any qualifications, reservations, adverse remarks
or disclaimers. The Statutory Auditors of the
Company have not reported any fraud to the Audit
Committee of Directors as specified under Section
143(12) of the Act, during the year under review.
The Statutory Auditors were present in the last
Annual General Meeting.
Secretarial Auditor and Secretarial
Compliance Report
M/s. Babulal Patni, Practicing Company
Secretaries (CP No. 1321 and PR No. 1455/2021),
was appointed as the Secretarial Auditor of the
Company who had carried out the Secretarial
Audit for the FY2024-25 and issued the
Secretarial Compliance Report. The Secretarial
Compliance Report confirms that the Company
has complied with the provisions of the Act, Rules,
Regulations and Guidelines and there were no
deviations or non-compliances. The Secretarial
Compliance Report is provided as Annexure-III to
this Report. The Secretarial Compliance Report
does not contain any qualifications, reservations
or adverse remarks or disclaimers.
The Board of Directors at their meeting held on
May 27, 2025 have appointed M/s. Babulal Patni,
Practicing Company Secretaries (CP No. 1321) and
a Peer Reviewed Company Secretary, for a period of
5 consecutive years, commencing from the FY 2025¬
26 to FY 2029-30, and recommended the said
appointment to the shareholders for approval at the
ensuing Annual General Meeting. The appointment,
role and responsibility of the Secretarial Auditor shall
be compliance with the provisions of Section 204 of
the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the amended Regulation
24A of the Listing Regulations. They have confirmed
that their appointment complies with the eligibility
criteria in terms of Listing Regulations. The resolution
seeking Members'' approval for their appointment
forms part of the Notice.
Cost Auditors and Cost Audit Report
In terms of Section 148 of the Act, the Company
is required to have the audit of its cost records
conducted by a Cost Accountant of its energy
(power) division. The Board of Directors of the
Company had appointed Mr. Saibal Sekhar Kundu,
Cost & Management Accountant (Membership
No.9379), as the cost auditors of the Company on
the recommendation of the Audit Committee.
In accordance with the provisions of Section 148(3)
of the Act read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditors as recommended by
the Audit Committee and approved by the Board
has to be ratified by the members of the Company.
The Cost Audit for the year under review be
conducted on time and the Report for the year
ended March 31, 2025 will be forwarded to the
Central Government within the statutory time limit.
Annual Return
The Annual Return of the Company as on March
31, 2025 in the prescribed Form is available on
the website of the Company at https://www.
techno.co.in/investor/securities/share.
Investor Education and Protection Fund
(IEPF)
During the year under review, no unpaid dividend
and/or shares were due for transfer to the Investor
Education & Protection Fund.
Particulars of Employees and Remuneration
During the year, no employee of the company was in
receipt of remuneration of or in excess of the amount
prescribed under the Companies Act, 2013. Disclosures
pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report.
Business Responsibility and
Sustainability Report (BRSR)
In accordance with Regulation 34(2)(f) of the
Listing Regulations, the BRSR, covering disclosures
on the Company''s performance on Environment,
Social and Governance parameters for FY2024-25
in the prescribed format, is annexed and forms an
integral part of the annual report.
The BRSR indicates the Company''s performance
against the principles of the ''National Guidelines
on Responsible Business Conduct'' (NGRBC). This
would enable the Members to have an insight into
Environmental, Social and Governance initiatives
of the Company.
The Integrated Report communicates your
Company''s performance on financial and non¬
financial aspects to all stakeholders, underlying the
priority of our leadership and strategy towards value
creation as well as commitment to a more sustainable
future with low-carbon smart energy solutions giving
more power to you. Our commitment to Environment,
Social and Governance (ESG) is available in our
website https://www.techno.co.in/sustainability/
environment.
Report on Corporate Governance
Pursuant to Regulation 34 of the Listing
Regulations, the Report on Corporate Governance
along with the Certificate from Mr. Amarendra
Kumar Rai, Proprietor, Amarendra Rai &
Associates, Membership No. F8575, C.P. No.9373,
Practicing Company Secretary confirming
compliance with the requirements of the
Corporate Governance is annexed to this report.
Particulars of Loans, Guarantees and
Investment
The loans given or guarantee provided by the
Company for loans taken by others are within
the limits prescribed under Section 186 of the
Companies Act, 2013 and have not made any
inter-corporate investments beyond the limits
prescribed under the aforesaid section during the
year. The loans were normally given to Special
Purpose Vehicle (SPV) companies in the ordinary
course of business during the year under review.
Particulars of Contracts or
Arrangements with Related Parties:
The Company has entered into contracts or
arrangements with its Related Parties mainly
Special Purpose Vehicle (SPV) companies and
Subsidiaries in the ordinary course of business
during the year under review in compliance
with the guidelines of its Policy, the Act,
Listing Regulations and applicable Accounting
Standards. The statement of transactions with
related parties was placed before the Audit
Committee and the Board on quarterly intervals
and approval taken. The business transactions
entered into with the related parties have been
disclosed, if applicable in the notes to the annual
accounts which form part of the Annual Report.
Disclosure as per The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. The said policy
is available at the website of the Company https://
www.techno.co.in/investor/codes and policies.
There was a committee called POSH Committee
is in place with the members viz., Ms. Avantika
Gupta, Non-Executive Director as Chairperson,
Mr. Ramesh Chandra Agarwal, Executive
Director (Mechanical), Mr. Ajay Khajuria, Asst.
Vice President & CHRO, Ms. Moumita Som, Dy.
Manager (HR), as internal Members with one
Independent External Member Ms. Shahida
Hussain, who was the consultant on POSH. The
role of the POSH Committee is to look after the
complaints and for prevention and redressal of
the grievances relating to sexual harassment. No
compliant was received during the year under
review. The Company had organised 4 Awareness
workshop during the calendar year 2024 that
was attended by 238 employees. The Committee
also submitted its Annual Report with relevant
Authorities in compliance with Section 21(1)
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
As it was required to reconstitute the Committee
every 3 years, it was, therefore reconstituted by
the Board on February 11, 2025 with members
viz., Ms. Avantika Gupta, Non-Executive Director
as Chairperson, Mr. Sheikh Anoar Ali, President
(Business Development), Ms. Shivani Chandok,
Vice President (Strategic Initiative), Ms. Avirupa
Saha, Senior Manager (HR) as Members and
Ms. Malika Singh as Member (External).
Status of complaints as on March 31, 2025:
|
Particulars |
Number of |
|
|
(a) |
No. of complaints of received |
Nil |
|
(b) |
No. of complaints disposed off |
Nil |
|
(c) |
No. of cases pending for more |
Nil |
|
(d) |
No. of complaints Pending at the |
Nil |
Compliance with Maternity Benefit Act
The Company is in compliance with the inter-
alia the requirements of The Maternity Benefit
(Amendment) Act, 2017.
1. Maternity Leave of 26 weeks and in
unfortunate event of a miscarriage, a female
employee shall be entitled to 12 weeks of
leave, provided such leave applications
shall be supported by a medical report from
treating registered medical practitioner.
2. Special Maternity Leave of 12 weeks may
be granted for adoption of a child under the
age of 3 months, provided the application
for such leave shall be supported by the
necessary documents.
3. Maternity / Miscarriage / Special Maternity
leave cannot be accumulated or encashed.
Management Discussion and Analysis
A management discussion and analysis report as
required by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) is annexed and
forms an integral part of the annual report.
Secretarial Standards
The Company has in place proper systems to
ensure compliance with the provisions of the
applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and such
systems are adequate and operating effectively.
General
Your Directors state that no disclosure or
reporting is required in respect of the following
matters as there were no transactions on these
matters during the year under review:
i. Details relating to deposits covered under
Chapter V of the Companies Act, 2013.
ii. Issue of equity shares with differential rights
as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity
shares) to employees of the Company under
any scheme or any stock options scheme.
iv. Neither the Managing Director nor the
Whole-time Directors of the Company
receive any remuneration or commission
from any of its subsidiaries.
v. No significant or material orders were
passed by the Regulators or Courts or
Tribunals which impact the going concern
status and Company''s operations in future.
vi. The Statutory, Secretarial and Cost Auditors
have not reported to the Audit Committee,
under Section 143(12) of the Companies
Act, 2013 any instances of fraud committed
against the Company by its officers or
employees, the details of which need to be
mentioned in the Board''s report.
vii. There has been no change in the nature of
business of the Company.
viii. There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
ix. There was no instance of onetime settlement
with any Bank or Financial Institution.
Acknowledgements
Your Directors wish to express their gratitude to
the stakeholders, various customers and their
consultants, different government departments
and the Company''s bankers for their continued
support to the Company. The Directors look
forward to their support in future.
For and on behalf of the Board of Directors
Place: Kolkata, (P. P. Gupta)
Date: August 12, 2025 Chairman
Mar 31, 2024
Your Directors take pleasure in presenting the 19th annual report, along with the audited accounts of the Company, for the year ended March 31, 2024.
Financial Performance
Brief financial details of its EPC business and Power Generation business are provided below:
|
in Lakhs) |
||
|
Year ended |
Year ended |
|
|
March 31, 2024 |
March 31, 2023 |
|
|
Profit before finance cost and depreciation-Continuing Operation |
35,835.29 |
19,274.83 |
|
Profit before finance cost and depreciation-Discontinued Operation |
(345.85) |
13,022.11 |
|
Less:Finance Cost |
1,641.66 |
1,065.76 |
|
Depreciation |
748.04 |
2,419.14 |
|
Profit before tax |
33,099.74 |
28,812.04 |
|
Provision for taxation |
6,126.15 |
6,974.56 |
|
Profit after taxation |
26,973.59 |
21,837.48 |
|
Balance brought forward from previous year |
72,275.27 |
52,690.83 |
|
Appropriations |
99,248.86 |
74,528.31 |
|
Transfer to general reserve |
- |
- |
|
Final Dividend Paid |
6,457.14 |
2,199.20 |
|
Transfer from OCI-Re-measurement of defined benefit obligations |
19.78 |
53.84 |
|
Transfer from OCI on sale of equity share |
(3,400.20) |
- |
|
Surplus carried to balance sheet and OCI |
96,172.14 |
72,275.27 |
|
99,248.86 |
74,528.31 |
Your directors have recommended a dividend of ?7/- per equity share of nominal value of ^2/-each for the financial year 2023-24.
Your Directors have not transferred any amount to General Reserve for the year under review.
During the year under review, your Company has registered turnover of ^1,66,817.14 Lakhs from EPC Business, ^1,043.80 Lakhs from the
Energy (Power) business (continued operation) and also earned other operating revenue of ^225.78 Lakhs. The profit after tax was at ^26,973.59 Lakhs.
During the year under review, the Company has obtained credit ratings from ICRA for its short term and long term facilities. For brief details of credit ratings refer Report on Corporate Governance.
The paid-up equity share capital as on March 31, 2024, was ^21,52,38,038. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
The Board of Directors in its meeting held on February 13, 2024, approved a proposal of fund raising through Qualified Institutional Placement (QIP) among other modes pursuant to Section 42, 62 of Companies Act, 2013. The same was also approved by the members by way of Special Resolution passed through Postal Ballot on April 22, 2024.
Pursuant to the approvals of the Board and Members respectively, the Company raised ^1,250 crores through a Qualified Institutional Placement (QIP) route. The entire process saw healthy participation by highly reputed global and Indian investors.
Total 86,80,555 Equity Shares were issued and allotted at a price of ^1440 per Equity Share at a discount of 4.42% to the floor price. The issue price as above includes a premium of ^1438 per Equity Share. Pursuant to the allotment of Equity Shares as above, the paid-up equity share capital of the Company stands increased to ^23,25,99,148, comprising 11,62,99,574 Equity Shares of ^2/- each as on July 19, 2024. Final Listing and trading approval was received from both the Stock Exchanges viz., BSE and NSE on July 22, 2024.
During the year 2023-24 the following projects were completed successfully:
1. Contract for the work providing all services
2. Supply & Service Contract for Design, Engineering, Manufacture, testing at manufacturer''s work, supply of material/ equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey
basis Including design for civil works for establishment of 765/400KV GIS substation at Khavda and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat
3. Supply & Service Contract for Design, Engineering, Manufacture, assembly and Testing at manufacturer''s work, packing & forwarding /dispatch, supply of material/equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey basis Including design for civil works for 400/230KV Karur Pooling station along with 2 Nos. of 500MVA, 400/220KV Transformer & 2 Nos. of 125MVAr, 400kv Bus reactor for "Evacuation of Power from RE Sources in Karur / Tiruppur Wind Energy Zone (Tamil Nadu) (2500MW).
4. Contract for Engineering, Procurement & Construction of Extension of Kara Substation & NEW 161/20 KV Substation at Mango in TOGO.
5. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded Intra-State-Assam of PGCIL.
6. Contact for establishment of 2x500MVA, 400/220 kV GIS Substation at Kasargoda & Extension of 400kV Bays at Udupi.
7. Supply & Service contract of 33/11KV Substations, Distribution substations along with associated lines and related works
on turnkey basis in Srinagar circle of UT of Jammu & Kashmir under prime Minister''s Development package (PMDP)
i.e. of Flue Gas Desulphurization (FGD) system Package for Bokaro "A" Thermal Power Station, BTPS "A" (1x500 MW) located at Bokaro, Jharkhand.
8. Supply & Service Contract for substation Package SS01 for Construction of 400/220/132kV GIS Substation (New), Mohanlalganj, Lucknow, U.P. (including 125MVAR Bus Reactor) under "Construction of 400 /220/132kV GIS Substation, Mohanlalganj (Lucknow).
The following projects are on-going and are
expected to be completed as per schedule:
1. Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afghanistan Breshna Sherkat.
2. Supply & Service Contract for SS Pkg SS-03 (Pkg-02) for Turnkey Contract Package of Design, Manufacturing, Supply, Erection, Testing & Commissioning of 220/33 kV, 50 MVA GIS Substation at Diskit (Nubra) Including staff Quarters
& associated facilities along with 220kV Line Bay at PGCIL''s existing GIS SS at Phyang, associated with Strengthening of Transmission system of LPDD (erstwhile JKPDD) under PMDP Scheme 15
3. Supply & Service Contract for Materials/ Equipment/structures/Spares/etc. for the Construction of 220kV GIS Substation and associated works at Pathanamthitta and Kakkad on Turnkey basis (Sabari SS Package).
4. Establishment of New 220/132KV SS at Nangalbibra and associated bays as per RFP and subsequent amendments issued along with enquiry documents under the Nangalbibra Bongaigang Transmission Ltd (NBTL) being executed by Sterlite Power Transmission Ltd
5. Supply & Service Contract for GIS Substation Pkg SS-90: for (i) Extn. of 765/400KV Nizamabad GIS substation including 765kV Bus ducts, Bushing,
400kV GIS bays etc. under Augmentation of transformation Capacity in Southen Region; (ii) (a) Extn. of 400/230kV
Tuticorin-II GIS S/S for Installation of 4th ICT & (b) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 5th ICT Under Transmission system for Tirunelveli and Tuticorin Wind Energy Zone (Tamil Nadu) (500MW) and (iii) Extn. of 400kV Nizamabad GIS SS under Consultancy service to TSTRANSCO
6. Construction of 400/220 KV Sub-Station at Dhardehi (Bilaspur) (upgradation of existing 220/132 KV substation Dhardehi) on turnkey basis against tender No TR-21/02 (Rfx No. - 8100022809)
7. (First Contract) Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD)
System for Kalisindh Thermal Power Project (KaTPP), Unit# 1 & 2 (2X600MW) Jhalawar, District Jhalawar, Rajasthan,
India (Second Contract) for providing three year Operational & Maintenance service for FGD
8. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kota Super Thermal Power Station (KSTPS), Unit# 5 (1X210MW), 6 & 7 (2X195MW) Kota Rajasthan, India (Second Contract)
for providing three year Operational & Maintenance service for FGD
9. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_1
10. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_2
11. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_3
12. Supply & Service Contract for 220kV GIS Substation Package SS-75: for (i) Extension of 220kV Drass (GIS) Substation & Extension of 220kV Alusteng (AIS) Substation under Transmission System Strengthening of Srinagar Leh Transmission System and (ii) Extension of drass and 66/11KV New Zojila East (GIS) S/S under consultancy service to NHDICL.
13. Establishment of new 2X500MVA, 400/220KV Substation at Xeldem as per RFP and subsequent amendments issued along with enquiry documents under the GOA Tamanar Transmission Project Limited (GTTPL) being executed by Sterlite Power Transmission Limited (herein after referred as "SPTL")
14. LOA for LOT-B Appointment of Advanced Metering Infrastructure (AMI) Implementing Agency for smart Metering for 2.5 Lakh Consumers in UT of Jammu & Kashmir on DBFOOT Basis" issued against RFP No GEM/2022/B/2393485 dated 04.08.2022
During the year, the Company was successful in
bagging the following Orders:
1. 765Kv AIS Substation Package - SS108 for Establishment of 765/400/220kV Karnool -III (New) S/S Including 1x125MVAR, 400kV 3ph Bus Reactor under Transmission Scheme for Evacuation of power from RE Sources in Karnool Wind Energy Zone (3000 MW) / Solar Energy Zone (1500 MW) Part-A
2. Supply, Service & Civil package for design, engineering, manufacturing, assembly, testing at manufacturer''s work, packing & forwarding/dispatch, supply of material/ equipment, transportation including transit Insurance on FOR site including Civil Works on BOQ basis for 765kV AIS Bay Extension to establish Inter-State transmission system for "Transmission scheme for evacuation of 4.5GW RE
injection at Khavda PS under Phase II- Part A Lakadia, Gujarat Project."
3. Supply of Goods & Service Contract for GIS Substation Extension Package SS107 for (i) Extension of 400/220kV Rajgarh SS (Powergrid) Under Transmission system for providing connectivity to M/s VEH Jayin Renewables Pvt Ltd (ii) Extension of 765/400kV Pune, Shikrapur SS (powergrid) under Westen Region Expansion Scheme-XXXI (WRES-XXXI) and (iii) Extension
of 132/66kV Gangtok SS under Eastern Region Expansion Schemes - ERES-XXX & ERESXXXIII, Spec. No - CC/NT/W-GIS/ DOM/A04/23/00296
4. Supply of Goods & Service Contract for 400KV New SS Package - SS10T associated with "Transmission scheme for Solar Energy Zone in Ananthpuram (Ananthapur) (2500 MW) and Kurnool (1000MW), Andhra Pradesh" through Tariff Based Competitive bidding (TBCB) route
5. LOA for" Project Management Consultancy (PMC) services on Lumsum basis
which includes review of engineering, procurement, quality and execution by EPC Contractors, review of logistics management, review of field quality management, review of health-safety-environment management, review the progress in obtaining the statutory clearances, review of reports pertaining to material Inspection & field Inspection by Third Party Inspector, review of billing & Invoicing management, review of Contract Closure activities, review of project progress, etc. for establishment of - 320kV, 1X1000 MW VSC based HVDC Scheme in Mumbai
6. Supply of Goods & Service Contract for SS Package SS01 for (i) 765/400Kv Dausa New S/s including 400kV class Bus Reactor & Line Reactor and (ii) Extension of 765Kv Beawar SS associated with Transmission system for evacuation of
power from REZ in Rajasthan (20GW) under Phase-III-Part-H through tariff based competitive bidding (TBCB) route
7. LOA for the appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Metering on Design Build Finance-Own-Operate-Transfer (DBFOOT) basis under RDSS scheme.
8. Supply of Goods & Service Contract for 765kV AIS (NEW) SS Package SS-01 for Establishment of 765/400 kV 2x1500MVA at Sikar-II with 400kV (1x125 MVAR)
and 765Kv (2x330 MVAR) bus reactor (Including site levelling and related land development works) associated with "Transmission system Strengthening for Evacuation of Power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II Part-C
9. Supply of Goods & Service Contract for 765kV AIS SS Package SS-01 for Extension of 765kV Sikar-II SS associated with "Transmission system Strengthening for Evacuation of Power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II Part-D
10. Letter of Intent (LOI) for Supply and Construction of 765KV/400KV AIS substation along with associated bay extension for "Establishment of InterState Transmission System for evacuation of power from Rajasthan REZ Ph-IV (Part-1) (Bikaner Complex): Part-B" under Neemrana Transmission Limited (NTL), being awarded to Sterlite Power Transmission Limited (SPTL).
11. Letter of Award (LOA) for "design, engineering, manufacturing, assembly, testing at manufacturer''s work, packing & forwarding/dispatch, supply of material/ equipment, transportation including transit Insurance on FOR site basis receipt of material at site, unloading, storage at
site, handling at site, erection, testing &
commissioning (ETC) of all the materials/ equipment and auxiliaries in all respect including Civil works on BOQ basis for 765kV Substation (AIS) at Halvad under TBCB Khavda Ph-III-Part-A Project in Gujarat State".
12. LOA for the appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Kashmir power Distribution Corporation Ltd (KPDCL) on DBFOOT basis issued against Gem bid No GEM/2023/3138132
13. Supply, Erection, Commissioning & Testing of twelve (12) nos. 33/11 KV E-House substation (Containerized s/s) for developing 11 KV infrastructure at prospective location in DVC command area and construction of two (2) nos. central Control Room on Turn Key Basis.
14. Supply and Service Contract for 765KV Substation (New) Package SS-11T for Establishment of 3x1500MVA (765/400kV), 5x500MVA (400/220KV) station at suitable border location near Bidar including 400kV, 125MVAR Bus Reactor under "Transmission Scheme for Solar Energy Zone in Bidar (2500 MW), Karnataka" though Tariff Based Competitive Bidding (TBCB) route
15. LOA for the work of appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Ranchi, Medininagar & Hazaribagh Transformer Metering, Feeder Metering, Feeder Metering and energy accounting under RDSS Scheme
16. LOA for the appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Prepaid Consumer
& system Metering in Tripura State on DBFOOT basis under Revamped Distribution Sector Scheme (RDSS)
Material Changes and Commitments
No material changes, except the raising of funds through Qualified Institutional Placement (QIP), have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.
Significant and material Orders by Regulators
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
Internal Financial Control and Internal Audit
The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee and present their observations before the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.
The Audit Committee reviews the reports submitted by the Internal Auditors in its quarterly meetings.
Subsidiaries/Associates/Joint Ventures:
Material Subsidiary
Your Company doesn''t have any material subsidiary.
Non-material Subsidiary and Associates
Your company has the following non-material non-listed subsidiaries namely:
Techno Infra Developers Private Limited;
Techno Green Energy Private Limited;
Techno Digital Infra Private Limited;
Techno Wind Power Private Limited;
Techno Data Center Limited;
Rajgarh Agro Products Limited; and Techno AMI Solutions Private Limited Techno Electric Overseas Pte. Ltd.
Techno AMI Solutions 1 Private Limited (w.e.f. 06.11.2023)
Techno AMI Solutions 2 Private Limited (w.e.f. 19.02.2024)
Techno AMI Solutions 3 Private Limited (w.e.f. 20.03.2024)
Techno AMI Solutions 4 Private Limited (w.e.f. 29.03.2024)
NERES XVI Power Transmission Limited (w.e.f. 30.05.2024)
NERGS-I Power Transmission Limited (w.e.f. 30.06.2024)
Your company doesn''t have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries during the year under review.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the
Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements.
The Annual Reports of the subsidiary companies are not attached to the Annual report. However, the same be made available at the Registered Office / Corporate Office of the Company for inspection by members during working hours and also available at the website at https://www. techno.co.in/investor/financials/financial result. Relevant financial information of the Subsidiaries has been disclosed in this Annual Report as required.
The consistent economic growth, aspiration of becoming a developed economy by 2047 and the transformation of lifting millions of people out of poverty calls for significant buildup of infrastructure and expansion of manufacturing base which in turn gives as rise the energy demand by 2-2.5 times from the existing level. India is among the few countries which have been successful in managing the energy affordability, energy security and sustainability against turbulent world economy and rising energy costs. Renewables and Nuclear power may play critical role in energy transition but thermal power by using coal sustainably shall play the major role to meet the energy demand.
Advanced Metering Solutions:
The focus of policy reforms in the power distribution sector is on ensuring the financial viability and sustainability of distribution utilities. The flagship Revamped Distribution Se-ctor Scheme (RDSS) is actively progressing, with a focus on enhancing the operational efficiency of discoms through in-itiatives such as network strengthening, smart metering and capacity building. Smart metering has shown unprecedented growth in the past few years.
The technology has improved significantly and enhanced efficiency for power distribution companies. The deployment of advanced metering infrastructure (AMI) is enab-ling
utilities to achieve two-way com-mu-nication between utilities and consumers, which facilitates real-time monitoring and management of energy consumption and can help reduce losses in the distribution system. The government plans to convert all meters to smart prepaid mode by 2025-26. TEECL has established its credibility as a dependable AMI-SP in the Indian energy space and has emerged as a winner in multiple bids under RDSS, with the current tally at around 2.5 million Smart meters amounting to more than ^3,000 crores. We are actively bidding for projects with a vision of installing 10 million Smart meters by 2025.
Flue Gas Desulfurization (FGD):
Thermal power plants (TPPs) are responsible for large volumes of emi-ssions, making the reduction of pollutants such as SOx, NOx and particulate matter a top priority for power plant operators. India currently has coal and lignite-based plants with a total capacity of 213,666 MW, yet only 24 units, totalling 10,600 MW, have been equipped with flue gas desulfurisation (FGD) systems. Despite Indian coal having a relatively low sulphur content of, TPP developers are compelled to import coal due to rising power demand and domestic shortages. Impor-ted coal may have a higher sulphur content, contributing to additional CO2 emissions. This is a result of implementing FGD system and using high-sulphur coal, adding to the CO2 released du-ring coal combustion in TPPs. While several technology solutions are avai-lable to help TPPs meet the prescri-bed norms, FGD is one of the most commonly used methods for SOx control.
TEECL has fortified our prowess in Flue Gas Desulphurisation (FGD) technology, underlining our unwavering commitment to innovation and sustainability. Our recent accomplishments, including securing contracts for large-scale FGD projects, are a testament to our client''s trust in our capacity to provide indispensable solutions within the power sector. We eagerly await forthcoming opportunities in this segment.
Data Centre:
The data centre market in India benefits from favourable factors such as low data charges, government incentives, a large internet user base, and availability of a skilled workforce.
The country''s cost of data centre development is significantly lower compared to developed countries, making it an attractive destination for investment and growth. Additionally, the Indian cloud market is exhibiting impressive growth, and the e-commerce market is poised for significant expansion by 2030.
With the advent of 5G technology, increased multi-cloud usage, and data localisation policies, the data centre industry in India is expected to double its stock to 20 million sq. ft. by 2025. This presents immense opportunities for investment and development in the sector, making it a strategic and lucrative area for growth.
To leverage this growing opportunity, TEECL have taken proactive steps to capitalise on the expanding data centre market. Continuing our growth trajectory, we are actively exploring opportunities to expand our data centre portfolio across the country. Leveraging our in-house capabilities and market positioning, we are dedicated to driving our data centre business forward, contributing to India''s dynamic data centre industry. With a vision to revolutionize digital infrastructure, TEECL is dedicated to establishing data centers with an investment of USD 1 billion by FY 2030.
The equity shares of the Company are listed with BSE Limited (Code: 542141) and the National Stock Exchange of India Limited (Symbol: TECHNOE).
As on March 31, 2024, the Board consisted of Six Independent (Non-Executive) Directors including one Woman Independent Director,
One Managing Director (Executive), One Wholetime Director (Executive) One Non-Independent
Woman Director (Non-Executive) and One Professional Director (Non-Executive).
On June 28, 2024 on recommendation of the Nomination & Remuneration Committee there was a change in designation of Mr. Shailesh Kumar Mishra (DIN:08068256) from Independent Director to Non-Executive NonIndependent Professional Director by the Board.
Appointment/ Reappointment / Resignation of Director
Appointment
Mr. Shailesh Kumar Mishra:
During the year under review, on recommendation of the Nomination & Remuneration Committee, the Board appointed Mr. Shailesh Kumar Mishra (DIN:08068256) as an additional Independent Director on November 10, 2023 and subsequently, his designation was changed to Non-Executive Director in Professional capacity on June 28, 2024 and will be confirmed at the ensuing Annual General Meeting.
Brief Profile
Mr. Shailesh Kumar Mishra aged about 60 years residing at A702, Time Residency, Sector - 63, Gurugram, Haryana - 122011. He has more than 38 years of experience at different levels and areas in Power Sector Companies like, NTPC, POWERGRID and Solar Energy Corporation of India Ltd. (SECI).
Mr. James Raymond Trout
Based on recommendation of Nomination & Remuneration Committee, Mr. James Raymond Trout (DIN:10566465) was appointed as an Additional Director in Professional capacity on March 29, 2024 subject to the approval of Members.
Brief Profile
Mr. James Raymond Trout holds a Bachelor''s degree in Chemical & Materials Engineering
with Bank of America, mostly in New York,
San Francisco, Hong Kong and Japan. His last assignment was as Chief Executive of Bank of America in India. Mr. Duggal is the Founder of "Arun Duggal Centre of Excellence for Research in Climate Change and Air Pollution" at Indian Institute of Technology, Delhi, India. He is also the Co-Founder of Yardi School of Artificial Intelligence (ScAI) at IIT Delhi. He is the Founder of Centre of ESG Research Centre (CESGR) at IIM, Ahmedabad. Mr. Duggal is a Trustee of Chennai Mathematical Institute (CMI) a Centre of Excellence for Teaching and Research in Mathematical sciences.
Mr. Arun Duggal is the Independent NonExecutive Chairman of ICRA (A Subsidiary of Moody''s USA). He is also the NonExecutive Chairperson of J. B. Chemicals & Pharmaceuticals Limited, Independent Directors and Chairperson of Audit Committee of ITC Limited, Lead - Independent Director and Chairperson of Nomination & Remuneration Committee of Dr. Lal Path Labs Ltd. and Independent Director and Chairperson of Audit Committee of ASK Automotive Limited.
He has also served as Chairperson and on the Board of other companies in India, Korea, Australia, Taiwan, Singapore, London and South Africa. Mr. Duggal is the Founder of Women on Corporate Boards program in India.
Re-appointment Ms. Avantika Gupta
In accordance with the requirements of the Act and the Company''s Articles of Association, Ms. Avantika Gupta(DIN:03149138), NonExecutive Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be reappointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:
Brief Profile
Ms. Avantika Gupta, aged about 34 years residing at 34, Raja Santosh Road, Alipore, Kolkata-700027 is a Bachelor of Science
from California State Polytechnic University-Pomona, and a Master of Business Administration from The Wharton School of University of Pennsylvania.
He has combined an innate understanding of Data Center investments, real estate, technology and team building to create uniquely profitable enterprises. In the data center industry, he was a leader in developing the practices of modularization, campus scale and integration of power assets, and ultra-efficient application of green power technologies and controls. James founded and serves as the CEO of Clean Arc Data Centers, bridging clean energy with the commissioning of best in class Hyper scale data centers throughout North America. He has also founded and served as Founder, CEO, and CTO of Vantage Data Centers, a Silver Lake Partners company from its inception.
Collectively, Mr. Trout has led in excess of $700M in initial capital raises towards these enterprises with limited partner profits exceeding $2B.
Mr. Arun Duggal
Based on recommendation of Nomination & Remuneration Committee, Mr. Arun Duggal (DIN: 00024262) was appointed as an Additional Director on August 13, 2024 subject to the approval of Members at the ensuing Annual General Meeting.
Brief Profile
Mr. Arun Duggal aged about 77 years is a Citizen of USA and resident of India residing at DLF Camellias, Gurugram, Haryana and in Kasauli, Himachal Pradesh, India. A Mechanical Engineer from the prestigious Indian Institute of Technology, Delhi and recipient of Distinguished Alumni Service Award. Mr. Duggal holds an MBA from the Indian Institute of Management, Ahmedabad and recipient of Distinguished Alumni Award.
Mr. Duggal is an experienced international Banker and has advised companies and financial institutions on Financial Strategy, M & A and Capital Raising. He had a 26 years'' career
(Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 8 years.
Retirement Mr. K. Vasudevan
Mr. K. Vasudevan, (DIN:00018023) Independent Director was retired from the Board at the Annual General Meeting held on September 26, 2023. The Company places on record its sincere appreciation of the contribution of Mr. Vasudevan during his tenure on the Board of the Company.
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -
Mr. Padam Prakash Gupta, Managing Director,
Mr. Ankit Saraiya, Whole-time Director,
Mr. Pradeep Kumar Lohia, Chief Financial Officer;
Mr. Niranjan Brahma, Company Secretary and Compliance Officer.
Declaration by independent directors
The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration is attached with the report as a separate annexure.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Board Meeting
During the year 2023-24, Six meetings of the board of Directors of the Company were held. The details of the meetings of the board are available in the corporate governance report, which forms part of this report.
Independent Directors Meeting
The Independent Directors of the Company had met on March 29, 2024 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.
Annual Evaluation of Board Performance and performance of its Committees and Individual Directors
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
themselves with the Company, its management, its operations and above all, the industry perspective and issues. For details of familiarisation programme refer the Report on Corporate Governance.
Nomination and Remuneration of Directors
The Nomination and Remuneration Committee of the Board comprises three directors as its members with one independent director as its Chairman. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.
The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Corporate Social Responsibility (CSR)
The Company has in place a Corporate Social Responsibility (CSR) Committee comprising of three independent directors and one nonexecutive director. The Committee acts as per the CSR policy which provides guidelines to conduct CSR activities of the Company.
The CSR policy is available on the website of the Company at https://www.techno.co.in/ investor/codes and policies. During the year, the Company was supposed to spend ^517.70 lakhs. It has spent ^404.11 lakhs towards CSR projects and transferred ^113.59 lakhs relating to the ongoing projects, to the Unspent CSR Account opened with ICICI Bank. The statement on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act''), is annexed to this report.
Stakeholders Relationship Committee
The Company has in place a Stakeholders Relationship Committee comprising of three directors with one independent director as its Chairman. The Committee meets once in every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register
their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Dividend Distribution Policy
In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company. The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilization of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Company''s website at https://www.techno.co.in/investor/ codes and policies.
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a true
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated and the performance of the Board, its committees and individual Directors was discussed.
Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee (NRC) is responsible for determining qualification, positive attributes and independence of a Director. The NRC has formulated the policy and recommend to the Board, the remuneration of the Directors, KMP etc.
In line with this requirement, the Board has adopted policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, KMP etc. of the Company, is available on Company''s website at https://www.techno. co.in/investor/codes and policies.
Familiarisation Programme for Directors
All Board Members of the Company are accorded every opportunity to familiarize
Risk Management
The Company has a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks.
The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company.
The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Vigil Mechanism
The Company has established the vigil mechanism that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
Audit Committee
The Company has an Audit Committee in place with three independent directors and one non-independent director as its members. One independent director is the Chairperson of the Committee. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Report on Corporate Governance
A report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No. F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report.
Particulars of Loans, Guarantees and Investment
The loans given or guarantee provided by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any intercorporate investments beyond the limits prescribed under the aforesaid section during the year. The loans were normally given to Special Purpose Vehicle (SPV) companies in the ordinary course of business during the year under review.
Particulars of Contracts or Arrangements with Related Parties:
The Company has entered into contracts or arrangements with its Related Parties mainly Special Purpose Vehicle (SPV) companies in the ordinary course of business during the year under review in compliance with the guidelines of its policy and the Act. The business transactions entered into with the related parties have been disclosed, if applicable in the notes to the annual accounts which form part of the Annual Report.
Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The said policy is available at the website of the
and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the period ended March 31, 2024 is on a going-concern basis.
e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.
f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any deposits from public or others during the year under Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014.
Statutory Auditor and Statutory Auditors'' Report
The Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants have audited the books of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers of the Auditors mentioned in the said Report.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.
The Board had appointed M/s. Babulal Patni, Company Secretary in Practice, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25 and they have conducted the audit and submitted the report which is annexed to this report. There are no qualifications or reservations or adverse remarks or disclaimers in the said secretarial audit report.
Cost Auditors and Cost Audit Report
In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant of its energy (power) division. The Board of Directors of the Company had appointed Mr. Saibal Sekhar Kundu, Cost & Management Accountant, as the cost auditors of the Company on the recommendation of the Audit Committee.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.
The Cost Audit for the year under review be conducted on time and the Report for the year ended March 31, 2024 will be forwarded to the Central Government within the statutory time limit.
The Annual Return of the Company as on March 31, 2024 in the prescribed Form is available on the website of the Company at https://www. techno.co.in/investor/securities/share.
Investor Education and Protection Fund (IEPF)
A sum of ^1,61,990/- being the unpaid / unclaimed final dividend for the year ended March 31, 2016 has been transferred to the
Investor Education and Protection Fund on September 11, 2023.
The Company has transferred 44 Equity shares to the Investor Education and Protection Fund in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 during the year 2023-24.
During the year, no employee of the company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.
Business Responsibility and Sustainability Report (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY24 in the prescribed format, is annexed and forms an integral part of the annual report.
The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct'' (NGRBC). This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.
The Integrated Report communicates your Company''s performance on financial and nonfinancial aspects to all stakeholders, underlying the priority of our leadership and strategy towards value creation as well as commitment to a more sustainable future with low-carbon smart energy solutions giving more power to you.
Our commitment to Environment, Social and Governance (ESG) is available in our website https://www.techno.co.in/sustainability.
Company https://www.techno.co.in/investor/ codes and policies.
There is a committee called POSH Committee is in place with the members viz., Ms. Avantika Gupta, Non-Executive Director as Chairperson, Mr. Ramesh Chandra Agarwal, Executive Director (Mechanical), Mr. Ajay Khajuria, Asst. Vice President & CHRO, Ms. Moumita Som, Dy. Manager (HR), as internal Members with one Independent External Member Ms. Shahida Hussain, who is a consultant on POSH. The role of the POSH Committee is to look after the complaints and for prevention and redressal of the grievances relating to sexual harassment. No compliant was received during the year under review. The Company had organised 4 Awareness workshop during the calendar year 2023 that was attended by 238 employees. The Committee also submitted its Annual Report with relevant Authorities in compliance with Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Management Discussion and Analysis
A management discussion and analysis report is annexed and forms an integral part of the annual report.
The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.
iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
vi. The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.
vii. There has been no change in the nature of business of the Company.
viii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
ix. There was no instance of onetime settlement with any Bank or Financial Institution.
Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.
Mar 31, 2023
Your Directors take pleasure in presenting the 18th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2023.
FINANCIAL PERFORMANCE
Brief financial details of its EPC business and Power Generation business are provided below:
|
(Rs. in Lakhs) |
||
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
|
Profit before finance cost and depreciation-Continuing Operation |
19,274.83 |
31,261.45 |
|
Profit before finance cost and depreciation-Discontinued Operation |
13,022.11 |
6,101.30 |
|
Less : Finance Cost |
1065.76 |
638.32 |
|
Depreciation |
2,419.14 |
4,089.66 |
|
Profit before tax |
28,812.04 |
32,634.78 |
|
Provision for taxation |
6,974.56 |
6,600.43 |
|
Profit after taxation |
21,837.48 |
26,034.34 |
|
Balance brought forward from previous year |
52,690.83 |
30,632.65 |
|
74,528.31 |
56,666.99 |
|
|
Appropriations |
||
|
Transfer to general reserve |
- |
- |
|
Final Dividend Paid |
(2,199.20) |
4,400.00 |
|
Transfer from OCI-Re-measurement of defined benefit obligations |
(53.84) |
(423.84) |
|
Surplus carried to balance sheet and OCI |
72,275.27 |
52,690.83 |
|
74,528.31 |
56,666.99 |
|
Your Directors have recommended a dividend of ''6/- per equity share of nominal value of ''2/-each for the financial year 2022-23.
Your Directors have not transfer any amount to General Reserve for the year under review.
During the year under review, your Company has registered turnover of ''95,359.84 Lakhs from EPC Business, ''1,087.93 Lakhs from the Energy (Power) business (continued operation) and 7,846.23 Lakhs from Energy (Power) business (discontinued operation) and also earned other
operating revenue of ''214.32 Lakhs. The profit after tax was at ''21,837.48 Lakhs.
During the year under review, the Board of Directors of the Company at its meeting held on 11th July, 2022, approved the buyback of equity shares, from the open market route through the stock exchanges, amounting to ''130 crores (maximum buyback size) at a price not exceeding ''325 per share (maximum buyback price). The buyback was offered to all eligible equity shareholders of the Company (other than the Promoters / the Promoter Group of the Company) under the open market route through the stock exchange. The buyback commenced on 20th July, 2022 and was completed on
19th January, 2023. During this buyback period, the Company had bought back 23,80,981 (Twenty Three Lacs Eighty Thousand Nine Hundred Eighty One) Equity Shares at an average price of ''291.6878 (Rupees Two Hundred Ninety One and Six Eight Seven Eight Paise) per Equity Share. Accordingly, the Company had deployed ''69,45,03,158.10 for the buyback, which represents 53.4233% of the Maximum Buyback Size.
Post the Buyback of 23,80,981 equity shares, the equity share capital of the Company stood at ''21,52,38,038 consisting of 10,76,19,019 equity shares of ''2/- each as on 31st March, 2023.
During the year 2023-24 the following projects were completed successfully:
1. Contract for Supply & Erection of materials /equipment with Mandatory Spares, Transportation including transit insurance on for Site basis of all the materials/ equipment and auxiliaries in all respect
on lumsum turnkey basis for 765/400 kV Substation at Lakadia and 765kV bay extension at Bhuj in the state of Gujrat.
2. Design, engineering, manufacturing, testing & supply of Materials / Equipment, transportation including transit insurance on FOTR site basis of all the material/ equipment and auxiliaries in all respect on turnkey basis for 2 No. 765kV at Lakadia Substation under LBTL Package.
3. Contract for Substation Package SS01 for Transmission Line Associated with Intrastate Transmission projects of Uttar Pradesh - Construction of 400/220 kV Rampur & 400/220/132 kV Sambhal GIS Substation (Rampur & Sambhal Project) through tariff based competitive bidding (TCBC) route.
4. Contract for Bay Extension of 400/220 KV Bay at CGPL, Mundra SS & extra bays at Lakhadia SS under JKTL.
5. Contract for Extension of 2 Nos. 400kV GIS sub-station and line bays at Jharkhand pool (Chandwa) for termination of 400kV Jharkhand Pool-Latehar D/C Line.
6. Contract for Extension of 400(GIS)/220(AIS) kV New Siliguri sub-station including installation of 1 no., 315MVA, 400/220/33kV, 3-phase transformer along with associated AIS/GIS bay equipment.
7. Substation Package -NAG-SS-01 including Transformer for (i) 132/33kV Longnak (New) s/s & (ii) 132/33kV Longleg (New) s/s under Transmission System for Nagaland State associated with NER Power System Improvement of PGCIL.
8. Contract for Construction of 220/132/33 KV (2x160 3x50) MVA, GSS at Asthawan, District Nalanda including Residential Quarters with Construction of 02 Nos. 220 KV Line Bays & 06 Nos. 132 KV Line Bays at remote end on Turnkey Basis under State Plan on turnkey basis under State Plan of Bihar State Power Transmission Co. Ltd.
9. Contract for Construction of 220 GIS Substations at Thalassery & Kunnamkulam on Turnkey Basis (KIIFB Funding).
10. Contract for Construction of 2 nos. 220kV bays at Nallalam, 2 Nos of 400 kV bays at Madakkathara and Automation & SCADA system at Madakkathara on Turnkey basis (PSDF Funding).
11. SS Package SS-34 for (i) Extension of 400Kv Kanpur S/s including 6 Nos. 400kV, Ohm, 1 Ph, Series Line reactors, (ii) Extension of 400kV Bhiwani S/s including 3nos. 400kV, 12 Ohm, 1Ph. Series Bus reactors & (iii) Extention of 400kV Hissar SS under Scheme to control fault level in Northern Region (Ph-II).
12. Construction of 2 Nos. of 765kV Line bays at Bhadla II PS for Sikar II- Bhadla II 765kV D/c line; and Construction of 2 nos. of 400kv Line bays at Neemrana substation for Sikar-II - Neemrana 400kV D/c line; associated with Transmission Scheme for evacuation of power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II part C through Tariff Based Competitive bidding (TBCB) route.
13. Entire scope of work including Design, Engineering, Manufacture, testing at Works, Supply on F.O.R. destination / site basis, Inland Transportation including F&I, unloading, storage, dismantling, erection
/ retrofitting, testing and commissioning of 220KV Switchyard Equipment for Kopili HE Power Plant (4X50MW), Dima Hasao, Assam, India.
14. Contract for Turnkey implementation of AMI for 2.0 Lakhs ( 1 Lakh in Jammu City 1 Lakh in Srinagar City ) with 5 years FMS including O&M for Power Development Department (PDD) of Government of J&K under PMDP.
15. Contract for 33/11KV Substation, Distribution Substation along with associated lines and related works in Srinagar Circle of Jammu & Kashmir under IPDS-Package-A.
16. Contract for 33/11KV Substation, Distribution Substation along with associated lines and related works in Srinagar Circle of Jammu & Kashmir under PMDP-Package-A.
The following projects are on-going and are
expected to be completed as per schedule:
1. Contract for the work providing all services
i.e. of Flue gas Desulphurization (FGD) system Package for Bokaro "A" Thermal Power Station, BTPS "A" (1x500 MW) located at Bokaro, Jharkhand.
2. Supply & Service Contract for Design, Engineering, Manufacture, testing at manufacturer''s work, supply of material/ equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey
basis Including design for civil works for establishment of 765/400KV GIS substation at Khavda and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat.
3. Supply & Service Contract for Design, Engineering, Manufacture, assembly and Testing at manufacturer''s work, packing & forwarding /dispatch, supply of material/equipment with mandatory
spares, transportation including transit Insurance on FOR site on lump sum turnkey basis Including design for civil works for 400/230KV Karur Pooling station along with 2 Nos. of 500MVA, 400/220KV Transformer & 2 Nos. of 125MVAr, 400kv Bus reactor for "Evacuation of Power from RE Sources in Karur / Tiruppur Wind Energy Zone (Tamil Nadu) (2500MW) and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat.
4. Contact for establishment of 2x500MVA, 400/220 kV GIS Substation at Kasargoda & Extension of 400kV Bays at Udupi.
5. Supply & Service Contract for SS Pkg SS-03 (Pkg-02) for Turnkey Contract Package of Design, Manufacturing, Supply, Erection, Testing & Commissioning of 220/33 kV, 50 MVA GIS Substation at Diskit (Nubra) Including staff Quarters
& associated facilities along with 220kV Line Bay at PGCIL''s existing GIS SS at Phyang, associated with Strengthening of Transmission system of LPDD (erstwhile JKPDD) under PMDP Scheme 15.
6. Supply & Service Contract for Materials/ Equipment/structures/Spares/etc. for the Construction of 220kV GIS Substation and associated works at Pathanamthitta and Kakkad on Turnkey basis (Sabari SS Package).
7. Establishment of New 220/132KV SS at Nangalbibra and associated bays as per RFP and subsequent amendments issued along with enquiry documents under the Nangalbibra Bongaigang Transmission Ltd (NBTL) being executed by Sterlite Power Transmission Ltd.
8. Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afghanistan Breshna Sherkat.
9. Supply & Service contract of 33/11KV Substations, Distribution substations along with associated lines and related works
on turnkey basis in Srinagar circle of UT of Jammu & Kashmir under Prime Minister''s Development package (PMDP)- Package-B.
10. Contract for Engineering, Procurement & Construction of Extension of Kara Substation & NEW 161/20 KV Substation at Mango in TOGO.
11. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.
During the year, the Company was successful
in bagging the following Major Orders:
1. Supply & Service Contract for GIS Substation Pkg SS-90: for (i) Extn. of 765/400KV Nizamabad GIS substation including 765kV Bus ducts, Bushing, 400kV GIS bays etc. under Augmentation of transformation Capacity in Southen Region;
(ii) (a) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 4th ICT & (b) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 5th ICT Under Transmission system for Tirunelveli and Tuticorin Wind Energy Zone (Tamil Nadu) (500MW) and
(iii) Extn. of 400kV Nizamabad GIS SS under Consultancy service to TSTRANSCO.
2. Construction of 400/220 KV Sub-Station at Dhardehi (Bilaspur) (upgradation of existing 220/132 KV substation Dhardehi) on turnkey basis against tender No TR-21/02 (Rfx No. - 8100022809).
3. Supply & Service Contract for substation Package SS01 for Construction of 400/220/132kV GIS Substation (New), Mohanlalganj, Lucknow, U.P. (including 125MVAR Bus Reactor) under "Construction of 400 /220/132kV GIS Substation, Mohanlalganj (Lucknow) with associated 400kV lines, and other 765kV & 400kV LILO lines at b765kV GIS Substation Rampur and 400kV LILO (Quad Moose on Monopole) at 400kV GIS Substation Sector 123 Noida" U.P. Intra state through Tariff based Competitive Bidding (TBCB) route.
4. (First Contract) Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kalisindh Thermal Power Project (KaTPP),
Unit# 1 & 2 (2X600MW) Jhalawar, District Jhalawar, Rajasthan, India (Second Contract) for providing three year Operational & Maintenance service for FGD.
5. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kota Super Thermal Power Station (KSTPS), Unit# 5 (1X210MW), 6 & 7 (2X195MW) Kota Rajasthan, India (Second Contract)
for providing three year Operational & Maintenance service for FGD.
6. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_1.
7. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_2.
8. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_3.
9. Supply & Service Contract for 220kV GIS Substation Package SS-75: for
(i) Extension of 220kV Drass (GIS) Substation & Extension of 220kV Alusteng (AIS) Substation under Transmission System Strengthening of Srinagar Leh Transmission System and (ii) Extension of drass and 66/11KV New Zojila East (GIS) S/S under consultancy service to NHDICL.
10. Establishment of new 2X500MVA, 400/220KV Substation at Xeldem as per RFP and subsequent amendments issued along with enquiry documents under the GOA Tamanar Transmission Project Limited (GTTPL) being executed by Sterlite Power Transmission Limited (herein after referred as "SPTL").
11. LOA for LOT-B Appointment of Advanced Metering Infrastructure (AMI) Implementing Agency for smart Metering for 2.5 Lakh Consumers in UT of Jammu & Kashmir on DBFOOT Basis" issued against RFP No GEM/2022/B/2393485 dated 04.08.2022.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company''s operations in future.
INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT
The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee and present their observations before the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.
The Audit Committee reviews the reports submitted by the Internal Auditors in its meeting.
Material Subsidiary:
Your Company doesn''t have any material subsidiary.
Non-material Subsidiary and Associates:
Your company has the following non-material non-listed subsidiaries namely:
Techno Infra Developers Private Limited;
Techno Green Energy Private Limited;
Techno Digital Infra Private Limited;
Techno Wind Power Private Limited;
Techno Data Center Limited;
Rajgarh Agro Products Limited; and
Techno AMI Solutions Private Limited (Formerly Jhajjar Power Transmission Private Limited)
Techno Electric Overseas Pte. Ltd.
(Incorporated on 16.02.2023 with Nil Paid up capital as on March, 2023)
Your company doesn''t have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on March 31, 2023. There has been no material change in the nature of the business of the subsidiaries, except Techno AMI Solutions Private Limited, which entered into the business of Advanced Metering Infrastructure and acquired by the company during the year under review.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements.
The Annual Reports of the subsidiary companies are not attached to the Annual report. However, the same be made available at the Registered Office / Corporate Office of the Company for inspection by members during working hours and also available at the website at http://www. techno.co.in. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report as required.
The power sector outlook seems positive in 2023 onwards mainly because of promising trends in innovation, investment and favourable policies etc. which can help the sector in fulfilling its mission of providing secure, reliable, clean and affordable power even though it is challenging. Inflation, high fuel costs, and supply chain snarls may keep electricity prices elevated, while extreme weather, cybersecurity threats, and the growth of variable renewables and distributed energy resources may continue to require innovative management to ensure grid reliability. Despite these challenges, new technologies and supportive policies could help opportunities in 2023 and help the industry achieve its goals.
The Environmental, Social and Governance (ESG) is gaining importance and momentum that insists reduction in Carbon Dioxide to protect the environment. It has become mandatory for Techno to take steps in this direction and report. Techno is actively participating in Flue Gas Desulfurization (FGD) projects and also bagged many prestigious projects to install FGD mechanism in coal based power plants which accounts for 98% SO2 emission. The FGD market is expected to grow during next 3-4 years. The proposal by the Government to install 600 FGD units at thermal power plants with a combined capacity of 211.62 GW has created opportunity for Techno in this segment. The growing concern regarding environmental pollution and government actions to curb the same are the reason for growth in FGD market. India being a lead member of the Paris climate change deal has necessitated the increase in clean and green energy production and FGD will contribute to its commitment.
Another area where Techno is aggressively working is the Advanced Metering Infrastructure (AMI) solution provider. The Smart Meter National Program (SMNP) has set a target of replacing conventional electric meters with smart meters by 2025-26. The smart metering solutions is an important tool in power sector reforms. Techno''s futuristic vision and approach in this segment has enabled to bag many
prestigious orders and created new opportunity for the future.
Now, the Government is aggressively pushing the adoption of electric vehicle transportation system which has created vast opportunity in the Battery Energy Storage Solutions (BEES) segment. The electric vehicle production are increasing rapidly. Techno is exploring the opportunity in this energy storage segment which is the future of transportation in the Country and in the world.
Techno, apart from its core EPC segment is very optimistic about the new areas that are transforming the power sector and shall give all efforts to grab the opportunity in future.
The equity shares of the Company are listed with BSE Limited (Code: 542141) and the National Stock Exchange of India Limited (Symbol: TECHNOE).
As on March 31, 2023, the Board consisted Five Independent (Non-Executive) Directors including one Woman Independent Director, One Managing Director (Executive), One Whole-time Director (Executive) and One Non-Independent Woman Director (Non-Executive). The present term of all Independent Directors is expiring at the ensuing Annual General Meeting (AGM) and appointment/re-appointment of Independent Directors, if any shall be intimated through the notice of AGM along with their profiles and other details as required.
(1) Appointment/ Reappointment and Resignation of Director
During the year under review, there is no change in the Board of Directors.
Developments after 31st March, 2023:
The Tenure of majority of Independent Directors is expiring at the ensuing Annual General Meeting and if eligible and give their consent seeking re-appointment
shall be re-appointed subject to the approval of shareholders at the ensuing Annual General Meeting or through postal ballot as may be required. The profile and other details of independent directors seeking re-appointment as required shall be circulated to the members along with the Notice for seeking the approval of shareholders.
The current tenure of Mr. P P Gupta, Managing Director is expiring on 9th August, 2023 and he has given his consent for re-appointment, subject to the approval of shareholders at the ensuing Annual General Meeting. The profile and terms of appointment of Mr. P P Gupta shall be circulated to the members along with the Notice.
The Board has appointed Mr. Anjan Dasgupta as an Independent Director, subject to the approval of shareholders at the ensuing Annual General Meeting.
The profile and other details of Mr. Anjan Dasgupta as required shall be circulated to the members along with the Notice for seeking the approval of shareholders.
(2) Director retiring by rotation seeking reappointment
Ms. Avantika Gupta, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be re-appointed by the shareholders.
A brief profile of Ms. Avantika Gupta is given below:
Brief Profile of Ms. Avantika Gupta:
Ms. Avantika Gupta, aged about 33 years residing at 34, Raja Santosh Road, Alipore, Kolkata-700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 7 years.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -
Mr. Padam Prakash Gupta, Managing Director,
Mr. Ankit Saraiya, Whole-time Director,
Mr. Pradeep Kumar Lohia, Chief Financial Officer;
Mr. Niranjan Brahma, Company Secretary and Compliance Officer.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act,
2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The declaration is attached with the report as a separate annexure.
MEETINGS OF DIRECTORS Board Meeting
During the year 2022-23, five meetings of the board of Directors of the Company were held. The details of the meetings of the board are available in the corporate governance report, which forms part of this report.
Independent Directors Meeting
The Independent Directors of the Company had met on March 13, 2023 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.
The Board comprises Members having expertise in Technical, Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act is available on Company''s website at http://www.techno.co.in.
NOMINATION AND REMUNERATION OF DIRECTORS
The Nomination and Remuneration Committee of the Board comprises three directors as its
members with one independent director as its Chairman. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.
The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has in place a Corporate Social Responsibility (CSR) Committee comprising of three independent directors and one nonexecutive director. The Committee acts as per the CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at http://www.techno.co.in. During the year, the Company was supposed to spend ''525.77 lakhs. It has spent ''385.84 lakhs towards CSR projects and transferred ''141.53 lakhs relating to the ongoing projects, to the Unspent CSR Account opened with a scheduled bank. The statement on CSR activities, in terms of Section 135 of the Companies Act, 2013 (''Act''), is annexed to this report.
RISK MANAGEMENT
The Company has a Risk Management Committee comprising of three directors.
The purpose of risk management committee of the Board of Directors is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks.
The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company.
The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilization of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Company''s website at http://www.techno.co.in.
DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors confirm:
a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs and profit at the end of the financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the period ended March 31, 2023 is on a going-concern basis.
e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.
The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
The Company has established the vigil mechanism that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
The Company has an Audit Committee in place with three independent directors and one non-independent director as its members. One independent director is the Chairperson of the Committee. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has in place a Stakeholders Relationship Committee comprising of three directors with one independent director as its Chairman. The Committee meets once in every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any deposits from public or others during the year under Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014.
The Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants have audited the books of accounts of the Company for the Financial Year ended March 31,
2023 and have issued the Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers of the Auditors mentioned in the said Report.
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.
The Board had appointed M/s. Babulal Patni, Company Secretary in Practice, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and they have conducted the audit and submitted the report which is annexed to this report. There are no qualifications or reservations or adverse remarks or disclaimers in the said secretarial audit report.
In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant of its energy (power) division.
The Board of Directors of the Company had appointed Mr. Saibal Sekhar Kundu, Cost & Management Accountant, as the cost auditors of the Company on the recommendation of the Audit Committee.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.
The Cost Audit for the year under review be conducted on time and the Report for the year ended March 31, 2023 will be forwarded to the Central Government within the statutory time limit.
The Annual Return of the Company as on March 31, 2023 in the prescribed Form MGT-7 shall be available on the website of the Company at http://www.techno.co.in
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
A sum of ''1,35,995/- being the unpaid / unclaimed final dividend for the year ended March 31, 2015 has been transferred to the Investor Education and Protection Fund on September 06, 2022 and a sum of ''2,33,265/-being the unpaid / unclaimed interim-dividend for the year ended March 31, 2016 has been transferred to the Investor Education and Protection Fund on April 18, 2023. The final dividend for the year ended March 31, 2016 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by October 05, 2023.
The Company has transferred 9,626 Equity shares to the Investor Education and Protection Fund in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 during the year 2022-23.
PARTICULARS OF EMPLOYEES
During the year, no employee of the company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
A Business Responsibility and Sustainability Report ("BRSR") is annexed and forms an integral part of the Annual Report.
The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct'' (NGRBC). This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No. F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The loans or guarantee given by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any investments beyond the limits prescribed under the aforesaid section during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into contract or arrangement, if any with related parties during the year under review in compliance with the guidelines of its policy and the Act. The business transactions entered into with related parties have been disclosed, if applicable in the notes to the annual accounts which form part of the Annual Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
A Committee with one Independent Member Ms. Shahida Hussain, who is a consultant on the subject, is in place for prevention and redressal of the grievances relating to sexual harassment. The Company organises workshop on regular intervals to spread awareness about the sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis report is annexed and forms an integral part of the Annual Report.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
Details relating to deposits covered under Chapter V of the Companies Act, 2013.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.
Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.
There has been no change in the nature of business of the Company.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Company''s bankers for their continued support to the Company. The Directors look forward to their support in future.
For and on behalf of the Board of Directors
(P. P. Gupta)
Chairman
Place: Kolkata,
Date: August 14, 2023
Mar 31, 2018
To,
The members of
Techno Electric & Engineering Company Limited (Formerly - Simran Wind Project Limited)
The Directors take pleasure in presenting the 13th annual report, along with the audited accounts of the Company, for the year ended 31st March, 2018.
As members are aware that, the investment by the erstwhile Techno Electric & Engineering Company Limited (âTechnoâ or the âTransferor Companyâ), presented your Company an opportunity to actively pursue various synergies between Techno and your Company. A team comprising senior management personnel of Techno and your Company was constituted to advise on how best to exploit synergy benefits. Following a detailed study, the team advised that Techno be merged with your Company, in an effort to consolidate the businesses of your Company and Techno, creating a more competitive business, both in scale and scope of operations. Such a consolidation was aimed at optimising cost, revenue and capital synergies, leading to an overall enhancement in shareholder value, fulfilling the qualification criteria for bidding various projects. Accordingly, pursuant to a scheme of amalgamation sanctioned by the Honâble National Company Law Tribunal, Bench at Allahabad vide its Order dated 20th July, 2018, Techno was merged with your Company with effect from 1st April, 2017 (the âAppointed Dateâ). The Companyâs name changed to âTechno Electric & Engineering Company Limitedâ, as envisaged in the scheme of amalgamation and approved by the relevant authority.
In view of the amalgamation and appointed date being 1st April, 2017, and with a view to present the shareholders a transparent combined financial statement of the Companyâs business post-integration, the Board of Directors decided that the Company should present one single financial statement to the members commencing 1st April, 2017 and ending on 31st March, 2018.
Further, this Report and the relevant annexures have been prepared incorporating the relevant information and details of the transferor company, wherever considered necessary with an objective to present an integrated report, including the relevant information after 31st March, 2018 till date of the report.
FINANCIAL PERFORMANCE
Your Company as well as the Transferor Company have registered comparatively a better financial performance for the year ended 31st March, 2018, which are as follows:
Rs. In Lakhs
|
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
|
Profit before finance cost and depreciation |
33,107.27 |
12,920.77 |
|
Less : Finance Cost |
2,354.88 |
2,140.08 |
|
Depreciation |
4,236.15 |
3,747.38 |
|
Profit before tax |
26,516.24 |
7,033.31 |
|
Provision for taxation |
6,486.11 |
1,427.93 |
|
Profit after taxation |
20,030.13 |
5,605.38 |
|
Balance brought forward from previous year |
14,771.35 |
10,567.90 |
|
Balance acquired from Transferor Company |
3,612.92 |
- |
|
38,414.40 |
16,173.28 |
|
|
Appropriations |
||
|
Dividend paid during the year including DDT |
- |
1,401.93 |
|
Transfer to general reserve |
15,000.00 |
- |
|
Surplus carried to balance sheet and OCI |
23,414.40 |
14,771.35 |
|
38,414.40 |
16,173.28 |
DIVIDEND
Your Directors have decided to reinvest the surplus funds within the business and therefore, not recommended dividend for the financial year ended 31st March, 2018.
RESERVES
Your Directors have proposed to transfer Rs.15,000 lakhs to General Reserve for the year under review.
OPERATIONAL PERFORMANCE
During the year under review, your Company has registered and achieved turnover of Rs.1,17,337.08 lakhs from EPC Business and Rs.12,099.26 lakhs from the Energy Sale Business including other operating revenue of Rs.1,230.89 lakhs and profit after tax at Rs.20,030.13 lakhs. During the year, the Company had been successful in maintaining its Order Book at satisfactory level. Your Company has also successful in bagging another overseas order.
During the year 2017-18 the following projects were completed successfully:
1. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) substation and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region.
2. Turnkey contract for substation package SS01 for 765/400 kV Chittorgarh (New) substation and extension of 400 kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.
3. On-Shore Supply, Service and Off-Shore contract for substation package for STATCOM Installations at 400 kV Solarpur, 400 kV Satna & 400 kV Aurangabad in Western Region.
4. Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing all services of Switchyard Package for Tanda Thermal Power Project, Stage-II (2x660 MW) of NTPC Ltd.
5. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii) extension of 400 kV Tuticorin pooling station.
6. Construction of 4 Nos. 400 kV feeder bays for terminating 400 kV PGCIL lines at existing IEC:61850 compliant 400 kV GSS Chittorgarh including supply, erection, testing & commissioning of equipments / material and associated civil works of RRVPNL.
7. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.
8. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer) and Augmentation work at existing 400 / 220 kV GSS Akal (Jaisalmer) on turnkey basis (ADB funded).
9. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL.
10. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh substation extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line.
2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur substation with 2x50 MVAR Line Reactors.
The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:
1. Contract for execution of 2 Nos. 765 kV bay at 765 kV D/C Darlipalli - Jharsugda line (NTPC Ckt.-1&2) at 765/400 kV Jharsugda (Sundergarh) Pooling Station under Transmission System associated with Darlipalli TPS.
2. Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400 kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension of 400 kV & Construction of 220 kV (New) Indore Substation [including 2x500 MVA, 400/220/33 kV auto transformer] and (c) Extension of 400 kV & 220 kV Itarsi Substation [including 1x500 MVA, 400/220/33 kV auto transformer] under WRSS-XIV of PGCIL.
3. Contract for Supply and Service of Substation Package-SS02 for (i) 765 kV Vindhyachal Pooling Station Extension & 765 kV Jabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765 kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765 kV Solarpur Substation Extension & 400 kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.
4. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded: Intra-State-Assam of PGCIL.
5. Contract for Supply and Service of Substation Package-SS02 (AIS) for (i) Extension of 400 kV Tuticorin substation under connectivity with Kundankulam 3 & 4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220 kV NP Kunta Substation (with 4 nos. of 220 kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220 kV NP Kunta Substation including supply of 1x500 MVA, 400/220 kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.
6. Substation Package SS01 for construction of 765/400 KV Bikaner (New) Sub-station (including supply of 765 KV Circuit Breaker and 400 KV Bus Reactor) and Extensions of 765 KV Ajmer Moga Sub-station associated with Green Energy Corridor ISTS-Part-D.
7. GIS Sub-station Package MEG-SS-02 for Meghalaya associated with NER Power System Improvement Project. i) 220/132/33 kV New Shillong (New) GIS, ii) 220/132 kV Mawngap GIS (Upgrade), iii) 220 kV Byrnihat AIS (Extn)].
8. GIS Sub-station Package-SS01 for Extension of 765 kV (i) 765 kv 400 kv GIS s/s at Jharsuguda S/s.(ii) 765 kv outdoor GIS (bus-section) at Jharsuguda S/S (iii) Extn. of 400 kv Jharsuguda GIS S/S under POWERGRID works associated TBCB Line under Common Transmission System for Phase-II Generation Projects in Odisha.
9. Substation package for STATCOM installations at:
i) 400 kV Lucknow and 400 kV Nalagarh substations under installation of STATCOMs in northern region; and
ii) 400 kV Gwalior substation under installation of STATCOMs in Western Region.
10. Contract for Supply & Services for Construction of IEC:61850 complaint 400 kV Grid Substation at Jodhpur (New), Kankani of RRVPNL
11. Substation Package - SS02 for i) 765 kv Champa Pooling station, ii) Extension of 765/400 kV Dharmjaygarh Substation (including 1 no. 125 MVAR, 420 kV Bus Reactor), iii) 765/400 kV Raigarh (Kotra) Pooling Station (including 1 no. 125 MVAR, 420 kV Bus Reactor) under WRSS-18,
iv) Extension of 765 Kv Indore station :
v) 400 kV Rajgarh Substation (including 1 no. 63 MVAR, 420 kV Reactor) under Khargaon TPS & vi) Procurement of 1 No. 50 MVAR, 420 kV Spare Reactor along with associated NGR & SA at ITARSI substation.
12. Contract for Rural Electrification work of Dhanbad Package comprising of Dhanbad, Bokaro & Ramgarh District in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUJY) of Jharkhand Bijli Vitran Nigam Ltd.
During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:
1) Installation, testing and commissioning of 400/220 kV, 7X167 MVA Substation at New Kohima associated with North Eastern Region Strengthening Scheme-VI (NERSS-VI) of Kohima-Mariani Transmission Limited.
2) Contract for Substation package-SS02 for (i) Ext. of 400 kV (AIS) / 220 kV(GIS) Gaya S/S (including 1 No. 500 MVA ICT) & 400 kV (GIS)/220 kV (AIS) New Siliguri S/S associated with Eastern Region strengthening Scheme-XVII (Part-B) & (ii) Extn. of 400 kV Kishanganj GIS under HEPâs for Bhutan (iii) Extn. of 400 kV Kishanganj GIS under HEPâs for Bhutan and (iv) Transmission line part for Muzaffarpur D/C line under Line bays at Muzafarpur for Muzafarpur - DALKHEBAR 400 KV D/C Line of PGCIL.
3) Contract for Rural Electrification work of Chatra Package comprising of Chatra Districts in Jharkhand State under Deendayal Upadhyay Gram Jyoti Yojna (DDUGJY) of Jharkhand Bijli Vitran Nigam Limited.
4) Substation Package-NAG-SS-01 including Transformer for (i) 132/33 kV Longnak (New) s/s & (ii) 132/33 kV Longleng(New) s/s under Transmission System for Nagaland State associated with NER Power System Improvement of PGCIL.
5) Construction of 230 kV GIL Line VAT at PGCIL, Tirunelveli Substation for Suzlon Power Infrastructure Ltd.
6) Contract for Supply, Erection of material / equipment for (i) 440/220 kV Substation at Ramadugu, Karimnagar (ii) 2 Nos. 400 kV Quad bays at 400/220/132 kV Substation at Narsapur, Medak District on Turnkey basis of Transmission Corporation of Telangana Limited.
7) Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afganistan Breshna Sherkat.
8) Establishment of 230 kV GIS bay - 1 No. at PGCIL substation, Tirunelveli for SIEMENS Gamesha.
Energy Sale Business:
During the year, the Company sold 247.95 million units of energy (power), earning revenue of Rs.12,099.26 lakhs.
Material Changes and Commitments
No material changes have occurred subsequent to the close of the financial year of the Company, to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company, except the sanction of the Scheme of Amalgamation as mentioned above and preparation of financial statements of the resultant merged entity.
Significant and material Orders by Regulators
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.
Internal Financial Control
The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
SUBSIDIARIES & ASSOCIATES Material Subsidiary:
Your Company doesnât have any material subsidiary.
Non-material Subsidiary:
Your Company has the following non-material non-listed subsidiaries namely: Techno Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy Private Limited and Techno Wind Power Private Limited and one Associate Company namely, Patran Transmission Company Ltd. (PTCL). All the above-mentioned subsidiaries and associates have become as such by virtue of the Amalgamation.
The Annual Reports of the subsidiary companies are not attached to the Annual report; however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours and at the website at www.techno.co.in. Relevant financial information of the Subsidiary/s has been disclosed in this Annual Report in compliance with the general circular.
OUTLOOK & OPPORTUNITIES
Power being one of the critical components of infrastructure is crucial for the economic growth and welfare of the nation. To achieve sustained growth, the existence and development of adequate infrastructure is essential for a Country like India. Indiaâs power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is underway. Achieving nationwide electrification is a big challenge, no matter whether it is through either source of energy. Utilities typically cannot afford to buy more expensive power generation when demand is high, which leads to regular blackouts.
Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indiaâs focus on attaining âPower for allâ has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).
The Government of India has identified power sector as a key sector of focus so as to promote sustained industrial growth. Accordingly, it has released its roadmap to achieve 175 GW capacity in renewable energy by 2022, which includes 100 GW of solar power and 60 GW of wind power. The governmentâs immediate goal is to generate two trillion units (kilowatt hours) of energy by 2019 to provide 24x7 electricity for residential, industrial, commercial and agriculture use.
Techno, being a major player in project implementation segment in the power sector is well placed at present and prepared itself for future challenges in the power sector. Techno, with its capability shall capitalise on the opportunities that may come on its way.
DIRECTORS
The Board of Directors of the Company has been reconstituted post integration of business pursuant to amalgamation and all the Directors of the transferor company, who were not on the Board of the Company have been inducted. At present, the Board has Five Independent (Non-Executive) Directors, One Managing Director (Executive), One Whole-time Director (Executive) and One NonIndependent Woman Director (Non-Executive).
New Appointment
The Following Directors have been appointed on 25th July, 2018:
1. Shri Padam Prakash Gupta (DIN:00055954), Additional Director (Executive)
2. Shri Kotivenkatesan Vasudevan, (DIN:00018023), Additional Independent Director
3. Shri Kadenja Krishna Rai, (DIN: 00629937), Additional Independent Director
4. Shri Krishna Murari Poddar, (DIN: 00028012), Additional Independent Director
5. Dr. Rajendra Prasad Singh, (DIN:00004812), Additional Independent Director
The appointments of all the Directors mentioned above are subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. Apart from the above, the appointment of Mr. Samarendra Nath Roy as an Independent Director for a further period of five years be placed before the shareholders for approval at the ensuing Annual General Meeting.
Appointment of Managing Director
Shri Padam Prakash Gupta who was managing director of the transferor company and given consent to be the managing director of the Company, has been appointed as managing director of the Company by the Board of Directors on 10th August, 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting.
Profile of Directors seeking Appointment
Shri Padam Prakash Gupta, Managing Director, aged about 69 years is a Bachelor in Engineering and a Post Graduate in Business Management from the Indian Institute of Management, Ahmedabad. He was associated with the Planning Commission, Govt. of India as a Financial Analyst and Management Consultant, deputed to Bharat Heavy Electricals Limited and as an Advisor in the Merchant Banking Division of the erstwhile ANZ Grindlays Bank, Kolkata.
Shri K. Vasudevan, Director, aged about 78 years is a Bachelor of Engineering (Electrical) and a Fellow member of the Institute of Engineers and Institute of standard Engineers and is associated with as Chairman of Green Business Centre for the Southern region. He is a member of the National Committee on Power of CII and was the past President of Indian electrical and Electronics Manufacturers Association.
Shri Kadenja Krishna Rai, Director, aged about 73 years is a Bachelor of Arts and member of C.A.I.I.B. He is a retired banking professional having 43 years banking experience and had held important portfolios. He was the Executive Director of Allahabad Bank from 2001 to 2004.
Shri Krishna Murari Poddar, Director, aged about 72 years is a Commerce Graduate. He is a renowned Industrialist and has more than 48 years of vast experience.
Dr. Rajendra Prasad Singh, Director, aged about 69 years is a Post Graduate in Mechanical Engineering from BHU, Ex. Chairman & MD of Power Grid Corporation of India Ltd. In his career of more than 38 years, he has served TISCO, NTPC and POWERGRID. He has been conferred with many awards notably SCOPE Award for Excellence & outstanding contribution to the Public Sector Management, Degree of Doctor of Science (Honoris Causa) by BHU, Power Delivery Product Champion Award by Electric Power Research Institute (EPRI) USA and Green Award by World Bank. Dr. Singh is associated with bodies like CIGRE - Paris; CIGRE - India; World Energy Council - USA; Indian National Academy of Engineering (INAE).
Shri Samarendra Nath Roy, Director, aged about 74 years is a Bachelor of Engineering (Electrical) from Indian Institute of Technology (IIT), Kharagpur. He started his career with Indian Oil Corporation (IOC) as management trainee and thereafter joined Bharat Heavy Electricals Limited (BHEL) in 1978 and retired as Executive Director in the year 2003.
Resignation of Directors:
Shri Pradeep Kumar Lohia, Director (DIN:00056706), has resigned from the office of the Board w.e.f. 10th August, 2018 consequent upon the amalgamation and integration of business. The Board has placed on record its sincere appreciation and gratitude for contributions made by him during his tenure as Director.
Director retiring by rotation seeking reappointment
Ms. Avantika Gupta, Non-Independent NonExecutive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be re-appointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:
Ms. Avantika Gupta, aged about 28 years residing at 2B, Hastings Park Road, Block - C, Alipore, Kolkata - 700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 4 years.
Statement on declaration by independent directors
The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which regulation shall be applicable on the Company, post listing of the shares. The declaration is attached with the report as a separate annexure. A formal letter of appointment to Independent Directors as provided in Companies Act, 2013 shall be issued and disclosed on website of the Company viz. www.techno.co.in, after approval of shareholders is obtained at the ensuing Annual General Meeting.
MEETINGS OF DIRECTORS Board Meeting
During the year 2017-18, five meetings of the board of the Company and six meetings of the Board of the Transferor Company were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
Independent Directors Meeting
The Independent Directors of the Company had met on 8th February, 2018 and the Independent Directors of the transferor company had met on 9th February, 2018 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The board of directors of the transferor company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ) and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act is available on Companyâs website at www. techno.co.in.
Chief Financial Officer (CFO)
Shri Pradeep Kumar Lohia, a Chartered Accountant with more than 26 years of experience in the field of Finance and Accounts was appointed as the Chief Financial Officer (CFO) of the Company on 10th August, 2018 on recommendation of the Nomination and Remuneration Committee.
Key Managerial Personnel (KMP)
Shri Ankit Saraiya, Wholetime Director and Shri Niranjan Brahma, Company Secretary have been appointed as the Key Managerial Personnel with effect from 25th July, 2018 and Shri Padam Prakash Gupta, Managing Director and Shri Pradeep Kumar Lohia, Chief Financial Officer (CFO) have been appointed as the Key Managerial Personnel of the Company on 10th August, 2018 pursuant to Section 203 of the Act.
Profile of Key Managerial Personnel
Shri Ankit Saraiya, aged about 32 years is a Bachelor of Science (Corporate Finance & Accounting) with Minor in Computer Information Systems from Bentley University in Waltham, Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more than 9 years in the related field.
Shri Niranjan Brahma aged about 48 years residing at 772, Jessore Road, 3rd Floor, Green Park, Block -A, Kolkata - 700055 is a Company Secretary, having knowledge and experience of more than 21 years in the Secretarial and Legal work, including as Company Secretary of the Transferor Company.
Shri Pradeep Kumar Lohia aged about 54 years residing at âUjaas The Condoville, Block1, Flat402, 69 S.K Deb Road, Lake Town, North 24 Parganas, Kolkata, 700048, is a Chartered Accountant with sound financial and commercial knowledge and experience of more than 26 years in the related field.
The profile of Shri Padam Prakash Gupta, Managing Director is already mentioned in the report under Directors profile.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors confirm:
a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Companyâs state of affairs and profit at the end of the financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Companyâs assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the period ended 31st March, 2018 is on a going-concern basis.
e) That proper internal financial control has been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The Nomination and Remuneration Committee of the Board was reconstituted on 25th July, 2018 comprising of three independent directors. The Committee has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. The Committee at their meeting held on 10th August, 2018 had recommended the appointment, remuneration and terms and conditions of Shri Padam Prakash Gupta (DIN: 00055954) as managing director and Shri Pradeep Kumar Lohia as Chief Financial Officer of the Company. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility (CSR) Committee was reconstituted by the Board comprising of two independent directors and one non-executive director. The committee has formulated the CSR Policy and the same has been adopted by the Board of Directors. The erstwhile transferor company has spent Rs.3.94 crores during the year 2017-18 on various activities, including building of schools, providing solar energy powered electricity, in rural areas and donated Rs.1.50 crores to Indian Institute of Management, Ahmedabad, which contribution is coming under item (v) of Schedule VII (i.e. protection of National heritage, including restoration of buildings of historical importance and works etc. and also contributed Rs.1.50 crores to Smile Foundation which is engaged in empowering women and educating underprivileged children and other facilities in remote villages, which contribution is coming under item (iii) of Schedule VII.
A detail report on the CSR activities and expenditures is annexed to this report. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
RISK MANAGEMENT COMMITTEE
The Company has constituted a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
VIGIL MECHANISM
The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Listing Regulations, the transferor company had adopted and in place a dividend distribution policy, which your Board has decided to adopt in true spirit. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company. The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilisation of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Companyâs website at www.techno.co.in.
AUDIT COMMITTEE
The Company had an Audit Committee in place which was reconstituted with three independent directors as its members post reconstitution of the Board. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted comprising of three directors with one independent director as its Chairperson. The Committee shall meet once in every quarter to look after the Grievances of Stakeholders. The Company shall also apply and register with SCORES the investor compliant/grievance platform to facilitate the stakeholders to register their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
DEPOSITS
The Company has not accepted any deposits from public or others during the year under review.
AUDITORS
The present Auditors, M/s. Singhi & Co., Chartered Accountants who was appointed for 5 years from the financial year 2017-18, are eligible to continue as Statutory Auditors for the financial year 2018-19 and have conveyed their eligibility and willingness to continue.
AUDITORS REPORT
The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended 31st March, 2018.
SECRETARIAL AUDIT REPORT
The Secretarial Auditor, Sushil Tiwari & Associates, Company Secretary have carried out the Secretarial Audit for the year ended 31st March, 2018 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.
COST AUDIT
The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2016-17 to the Board during the year under review. The Cost Audit for the year under review is conducted on time and the Report for the year ended 31st March, 2018 will be forwarded to the Central Government within the statutory time limit.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an extract of the annual return in the prescribed format is attached to this report.
CHANGE IN SHARE CAPITAL Authorised
Pursuant to the scheme of amalgamation, the Authorised Capital of the Company was increased to Rs.3,60,00,00,000, comprising 1.39.99.00.000 equity shares of Rs.2 each and 8.00.20.000 preference shares of Rs.10 each.
Allotment
Pursuant to and as envisaged in the scheme of amalgamation, 11,26,82,400 equity shares of Rs.2 each, of the Company, were allotted as fully paid-up and without consideration being paid, to the shareholders of the Transferor Company in the ratio of 1 equity share of the Company for every 1 equity share held by them in the Transferor Company.
Cancellation
Further, 89,10,56,331 equity shares of Rs.2 each in the capital of the Company held by the Transferor Company were cancelled pursuant to the amalgamation, because the Transferor Company was the 100% holding company of the Company.
LISTING OF SHARES
Pursuant to and as envisaged in the scheme of amalgamation, 11,26,82,400 equity shares of the Company allotted to the shareholders of the Transferor Company are to be listed in the Stock Exchanges viz., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company is in the process of making application to the stock exchanges for the same, as on the date of this report.
CHANGE OF NAME
Pursuant to and as envisaged in the scheme of amalgamation, the name of the Company was changed to âTechno Electric & Engineering Company Limitedâ.
INVESTOR EDUCATION AND PROTECTION FUND
The Transferor Company has transferred a sum of Rs.2,19,552/- being the unpaid / unclaimed dividend for the year ended 31st March, 2010 to the Investor Education and Protection Fund on 27th October, 2017 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended 31st March, 2011 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by 30th September, 2018.
There is no unpaid / unclaimed dividend of the Company, except as mentioned above, that required to be transferred to the IEPF.
The Transferor Company has also transferred 67,640 number of shares on which the dividend has been remained unpaid/ unclaimed for a continuous period of seven years in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
PARTICULARS OF EMPLOYEES
Pursuant to the Scheme of Amalgamation, all the employees of the Transferor Company be transferred to the Company with same terms and conditions of employment and without any interruption in service.
During the year, no employee of the transferor company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of said employees pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.
DISCLOSURE REQUIREMENTS
The SEBI Listing Regulations, Guidelines shall be applicable on the Company on listing of the shares. However, the transferor company had complied with all the requirements of the listing obligations and disclosures. A corporate governance report with certificate from a practicing company secretary thereon and management discussion and analysis are attached, which form part of this report.
A Business Responsibility Report (BRR) as was applicable to the transferor company pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 read with Circular No. SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December, 2015, is annexed as part of the Annual Report.
CORPORATE GOVERNANCE
Since the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was applicable to the transferor company, a report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Rai & Associates, Membership No.F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report. The Company shall also comply with the aforesaid regulation and implement.
PARTICULARS OF LOANS AND GUARANTEES
The Company and the transferor company have not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and not made any investments beyond the limits prescribed under the aforesaid section during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with related parties during the year under review in violation of its policy or the Act. The business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis report is annexed and forms an integral part of the annual report.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Companyâs bankers for their continued support to the Company. The Directors look forward to their support in future.
For and on behalf of the Board of Directors
Place: Kolkata (P. P. Gupta)
Date: 10th August 2018 Chairman
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