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To,
The Members,
Your Directors have pleasure in presenting, Thirty-Third Annual Report
on the business and operations of the Company together with the audited accounts for the
financial year ended March 31, 2025.
Financial highlights
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
209,124.26 |
164,281.52 |
259,558.39 |
218,162.84 |
| Other Income |
7,510.58 |
7,377.70 |
10,050.24 |
8,990.84 |
| Total Income |
216,634.85 |
171,659.22 |
269,608.63 |
2,27,153.68 |
| Earnings before Interest, Depreciation and
Tax (EBITA) |
40,874.56 |
30,815.58 |
51,589.91 |
47,950.37 |
Less: Finance costs |
3,287.29 |
3,007.40 |
5,481.66 |
3,966.83 |
| Depreciation |
5,396.43 |
5,353.45 |
10,783.76 |
6,768.85 |
| Profit before tax from continuing operations |
32,190.84 |
22,454.73 |
35,324.49 |
37,214.69 |
Less: Tax expense |
7,754.17 |
5,534.91 |
9,028.81 |
9,239.51 |
| Profit after tax from continuing operations |
24,436.67 |
16,919.82 |
26,295.68 |
27,975.18 |
| Net profit / (loss) for the period from
discontinued operations after tax |
- |
(51.36) |
- |
(51.36) |
| Net profit / (loss) for the period from
continuing & discontinued operations after tax |
24,436.67 |
16,868.46 |
26,295.68 |
27,923.82 |
| Add: Other comprehensive income |
-32.81 |
-46.48 |
69.84 |
-533.73 |
| Total comprehensive income carried to other
equity |
24,403.86 |
16,821.98 |
26,365.52 |
27,388.09 |
Dividend
The Board in its meeting held on 29th May, 2025, declared an
interim dividend of 20/- per equity share of face value of 10/-each, to all the
shareholders who were recorded on the Register of Members as on 06th June,
2025, being the record date fixed for this purpose. The Company has adopted the Dividend
Distribution Policy which is available on
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Dividend_Distribution_Policy_TIIL.pdf
Buy-back of Shares
During the year financial year the Company has completed buy-back of
288,889 fully paid-up equity shares of face value of 10/- each at a price of 4500/- per
Equity Share through the tender offer process, on September 12, 2024 pursuant to the
provisions of the Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 2018, and the Companies Act, 2013.
Reserves
During the year under review 28.89 Lakhs is proposed to transfer from
General Reserve to Capital Redemption Reserve. After the said adjustment as on March 31,
2025 General Reserve is 11978.55 Lakhs.
The closing Balance of the reserve and surplus of the Company for
financial year 2025, after all appropriation and adjustment was 140,843.79 Lakhs.
Operations
During the year under review the Company has closed the year with total
standalone revenue of 209,124.26 Lakhs, compared to 164,281.52 Lakhs, of previous year
which is up by 27.30%. On Consolidated basis the total revenue is 259,558.39 Lakhs,
compared to 218,162.84 Lakhs, of previous year which is up by 18.97%. Standalone EBITDA
increased by 32.64% to 40,874.56 Lakhs compared to 30,815.58 Lakhs, of previous year.
Consolidated EBITDA increased by 7.59% to 51,589.91 Lakhs compared to 47,950.37
Lakhs, of previous year.
The Company is a multi-product manufacturing company it manufactures
high precision and sophisticated products, mainly for discerning worldwide markets. The
Company is mainly in five business industries viz., Drum Closures, Scaffolding systems,
Cotton Yarn, Fabric, Garments and Engineering Services. The Company enjoys a significant
position in Drum Closures, Scaffolding systems.
The product line of the Company expands beyond Drum Closures into
Scaffolding and 100% Cotton Yarn, Fabric and Garments.
The Cotton Yarn division uses the most modern equipment to manufacture
its product assuring world-class quality to its customer. Technocraft is certified ISO
9001:2000 for its Cotton Yarn division.
The Company has diversified operations and manufacturing including,
vertically Integrated Textile division of manufacturing of Yarn, Fabric, Garments, it has
facility of producing cotton yarn, m?lange yarn, also having facility of knitting, dyeing
and printing and garmenting.
The Drum Closures, Scaffolding, Yarn & Garment divisions are
located at Murbad, District Kalyan, Maharashtra and one Yarn manufacturing Unit is located
at Amravati, Maharashtra. The Subsidiary Companies are also having manufacturing
facilities of Aluminum Fabrication and Aluminum Extrusions at Aurangabad, Maharashtra
through its wholly owned subsidiaries namely Technocraft Formworks Private Limited and
Technocraft Extrusions Private Limited and Manufacturing unit of Greige Yarn at Amravati,
Maharashtra through its wholly owned subsidiary namely Technocraft Textiles Limited. The
Company is also having manufacturing facility of drum closures in China.
Employee Stock Option Scheme (ESOP)
Your Company does not have any Employee Stock Option Scheme (ESOP).
Deposits
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force).
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The information relating to the Conservation of energy, technology
absorption and foreign exchange earnings and outgo as required to be disclosed under the
Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this
Report.
Statutory Auditors
Statutory Auditors of the Company is M/s. M. L. Sharma & Co.,
Chartered Accountants, Mumbai.
At the 30th Annual General Meeting of the Company, M/s. M.
L. Sharma & Co., Chartered Accountants, was appointed as the Statutory Auditors of the
company, to hold office for a term of five consecutive years from the conclusion of the 30th
Annual General Meeting till the conclusion of the Annual General Meeting to be held in the
year 2027.
Auditors' Report
The Auditors' Report to the Members on the Accounts of the Company
for the financial year ended March 31, 2025 does not contain any qualification,
reservation or adverse remark.
Secretarial Auditors
Pursuant to the provisions of Sections 204 of the Act and Regulation
24A of Listing Regulations, the Board of Directors, on the recommendations of the Audit
Committee, in it's meeting held on May 29, 2025 has recommended to the shareholders
of the Company, an appointment of M/s Pramod Jain & Co., Company Secretaries (Peer
Review Certificate no. 1821/2022) as the Secretarial Auditors of the Company for a first
term of 5 (five) consecutive years, i.e., to hold the office from conclusion of 33rd
Annual General Meeting till the conclusion of 38th Annual General Meeting of
the Company. The Company has received the consent & eligibility certificate from M/s
Pramod Jain & Co., Company Secretaries and that the appointment, if made, shall be in
accordance with the applicable provisions of the Act and rules framed thereunder and
Listing Regulations
Secretarial Audit
Secretarial Audit for the financial year 2024-25 was conducted by M/s
Pramod Jain & Co, Company Secretaries in practice in accordance with the provisions of
Section 204 of the Act. The secretarial auditor's report is attached to this report
as Annexure II. There are no qualifications or observations or remarks made
by the secretarial auditor in his report.
Cost Audit
In compliance with the provisions of Section 148 of the Act, the Board
of Directors of the Company at its meeting held on May 29, 2025, has appointed M/s NKJ
& Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year
2025-26. The Company has made and maintained the cost records for the Financial Year ended
March 31, 2025, as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013 and the said cost records were audited by M/s NKJ &
Associates, Cost Accountant as Cost Auditors of the Company.
In terms of the provisions of Section 148 (3) of the Act read with Rule
14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost
Auditors has to be ratified by the members. Accordingly, the necessary resolution shall be
proposed at the ensuing AGM for ratification of the remuneration payable to the Cost
Auditors for Financial Year 2025-26.
Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees and investments made during the year
as required under the provisions of Section 186 of the Act are given in the notes to the
standalone financial statements, forming part of the Annual Report. Also, pursuant to
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (hereinafter as the "SEBI Listing
Regulations"), particulars of loans/ advances given to subsidiaries have been
disclosed in the notes to the standalone financial statements, forming part of the Annual
Report.
Subsidiaries Companies, Associate Companies and Joint Ventures:
As of March 31, 2025 there were 24 subsidiaries of the Company:
Direct Indian subsidiaries:
1. Technosoft Engineering Projects Limited ("TEPL")
2. Technocraft Tabla Formwork Systems Private Limited
3. Techno Defence Private Limited
4. Shivale Infraproducts Private Limited
5. Technocraft Fashions Limited
6. Technocraft Textiles Limited
7. Technocraft Formworks Private Limited
8. Technocraft Specialty Yarns Limited
9. Technocraft Extrusions Private Limited 10. BMS Industries Private
Limited
Direct foreign subsidiaries:
11. Technocraft International Limited, UK (WOS of the Company)
("TIL-UK") 12. Technocraft Trading Spolka Zoo, Poland (WOS of the Company) 13.
Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)
14. Technocraft NZ Limited, New Zealand (WOS of the Company)
Step down subsidiaries:
15. Technosoft Engineering, Inc, USA (WOS of TEPL)
("TEI-USA") 16. Technosoft Engineering UK Ltd, UK, (WOS of TEPL) 17. Technosoft
GMBH, Germany, (Subsidiary of TEPL)
18. Technosoft Integrated Solutions Inc, (Subsidiary of TEPL) w.e.f.
16/11/2022. 19. Highmark International Trading FZE, UAE (WOS of TIL-UK)
("HITF-UAE") 20. AAIT / Technocraft Scaffold Distribution LLC, USA (Subsidiary
of TIL-UK). 21. Technosoft Innovations INC, USA (WOS of TEI-USA) 22. Technosoft Services,
INC, USA (WOS of TEI-USA) 23. Technosoft APS, Denmark (Subsidiary of TEPL) w.e.f.
03/09/2024.
24. AAIT- Technocraft Brasil Ltd (Subsidiary of AAIT-USA) w.e.f.
23/01/2024.
Associate/Joint Venture
No other company has become/ceased to be a subsidiary, joint venture,
or associate during the financial year 2024-25. Pursuant to Section 129(3) of the Act, a
statement containing the salient features of the financial statements of each of the
subsidiary in the prescribed form AOC-1 is annexed to the Annual Report the financial
statements of the subsidiaries are kept for inspection by the shareholders at the
Registered Office of the Company. The said financial statements of the subsidiaries are
also available on the website of the Company www.technocraftgroup.com under the Investors
Section. As required under Rule 8 of the Companies (Accounts) Rules, 2014 the highlights
of performance of subsidiaries and their contribution to the overall performance of the
company during the period are duly explained in the form AOC-1 read with consolidated
financial statement, annexed to the Annual Report. The Company has also formulated a
policy for determining material subsidiaries, which is uploaded on the website of the
Company i.e. www.technocraftgroup.com and can be accessed at
https://www.technocraftgroup.com/wp-content/
uploads/2024/07/Policy-For-Determining-Material-Subsidiary-Companies.pdf
Consolidated Financial Statements
Your directors have pleasure in attaching the consolidated financial
statements pursuant to section 129(3) of the Act and SEBI Listing Regulations and prepared
in accordance with the Accounting Principles generally accepted in India including the
Indian Accounting Standards specified under Section 133 of the Act.
In accordance with the Section 129(3) of the Act, the audited
consolidated financial statements are provided in this Annual Report.
Corporate Governance
Your Company is in compliance with the Corporate Governance guidelines,
as laid out in the SEBI Listing Regulations. As per Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, a separate section on corporate governance practices
followed by the Company, together with a certificate from M/s. Pramod Jain & Co.
Company Secretaries, confirming compliance forms an integral part of this Report.
The Annual Report of the Company contains a certificate by the Chief
Executive Officer in terms of SEBI Listing Regulations on the compliance declarations
received from the Directors and the Senior Management personnel and a Certificate by M/s.
Pramod Jain & Co. Company Secretaries, who have examined the requirements of Corporate
Governance with reference to SEBI Listing Regulations and have certified the compliance,
as required under SEBI Listing Regulations.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, commensurate with the size,
scale and complexity of its operations. The Internal Auditor monitors and evaluates the
efficacy and adequacy of internal control systems in the Company, accounting procedures
and policies within the Company. Based on the report of internal audit function, process
owners undertake corrective action in respective areas and thereby strengthen the
controls. Significant observations and corrective actions thereon are presented to the
Audit Committee from time to time.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, 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. The Company has adopted accounting policies, which are
in line with the Accounting Standards and the Act.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
Annual Return of the Company is/ shall be available on the Company's website on
https://www.technocraftgroup.com/annual-return/
Share Capital
During the Financial Year the Company has bought 2,88,889 Equity Shares
of face value of 10/- each after considering the same as on March 31, 2025, the Share
Capital of the Company is was reduced from 22,96,16,870 to 22,67,27,980/- reflecting a
total of 2,26,72,798 Equity Shares of 10/- because of the Buyback of Shares.
During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity. As on March
31, 2025, none of the Directors of the Company holds instruments convertible into equity
shares of the Company.
Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Act, Dr. Sharad Kumar
Saraf, (DIN: 00035843) Chairman and Managing Director and Mr. Sudarshan Kumar Saraf, (DIN:
00035799) Co-Chairman & Managing Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible have offered themselves for
re-appointment. Details of the director seeking appointment at the Annual General Meeting,
as required in terms of Regulation 36(3) of the SEBI Listing Regulations, is provided in
the annexure to the explanatory statement to the notice.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are Dr. Sharad Kumar Saraf, Chairman & Managing
Director, Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Directors, Mr. Navneet
Kumar Saraf, CEO & Whole-time Director, Mr. Ashish Kumar Saraf, Whole-time Director
& Chief Financial Officer, Mr. Atanu Choudhary, Whole-time Director and Mr. Neeraj
Rai, Company Secretary of the Company. There was no change in the Key Managerial Personnel
during the period under review.
The Remuneration and other details of Key Managerial Personnel for the
financial year ended March 31, 2025 are mentioned in the Corporate Governance Report,
forming part of this report.
During the year under review, Mr. Navneet Kumar Saraf (DIN: 00035686)
and Mr. Ashish Kumar Saraf (DIN: 00035549) were re-appointed as Whole Time Directors for
the further period of Five Years w.e.f. February 06th, 2025 on account of
completion of tenure as Whole Time Director of the Company.
In the opinion of the Board, the Independent Directors fulfil the
conditions of independence, are independent of the management, possess the requisite
integrity, experience, expertise, proficiency and qualifications to the satisfaction of
the Board of Directors. The details of remuneration paid to the members of the Board and
its Committees are provided in the Report on Corporate Governance.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of Independence as
prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing
Regulations.
During the year under review, Mr. Murarilal Jhunjhunwala (DIN:
0088526), Mr. Rohit Rajgopal Dhoot (DIN: 00016856), Mr. Shankar Jadhav (DIN: 06924145) and
Mrs. Swati Vikas Khemani (DIN: 03130201) were appointed as an Independent Director w.e.f.
September 19, 2024. Further, Mr. V.C. Saraf (DIN: 00161381), Mr. Vinod Agarwala (DIN:
01725158) and Mr. Jagdeesh Mal Mehta (DIN: 00847311) Ms. Vaishali Choudhari (DIN:
06847402), Independent Directors of the
Company, retired effective from September 19, 2024 and September 29,
2024 respectively on account of completion of second term as an Independent Director of
the Company.
Meetings of the Board of Directors
The Board of Directors of your Company met 4 (four) times during
2024-25. The Meetings were held on May 29, 2024, August 13, 2024, November 12, 2024, and
February 11, 2025. The time gap between any two consecutive meetings is in compliance with
the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Audit Committee
As on March 31, 2025, the Audit Committee comprised of five Independent
Directors namely Mr. Aubrey Rebello (Chairman) and Mr. Murarilal Jhunjhunwala, Mr. Rohit
Rajgopal Dhoot, Mr. Shankar Jadhav, Mrs. Swati Vikas Khemani members of the committee. All
the recommendations made by the Audit Committee were accepted by the Board.
Whistle Blower Policy/ Vigil Mechanism
In Compliance with the provisions of Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations the company has a Whistle Blower Policy (the
"WB Policy") with a view to provide vigil mechanism to directors, employees and
other stakeholders to disclose instances of wrong doing in the workplace and report
instances of unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The WB Policy also states that this
mechanism should also provide for adequate safeguards against victimization of
director(s)/ employees who avail of the mechanism and also provide for direct access to
the chairman of the audit committee in exceptional cases. The whistle blower policy has
been posted on the website of the company at the link
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Whistle-Blower-Policy.pdf
Nomination and Remuneration Committee
As on March 31, 2025, the Nomination and Remuneration Committee
comprised of five Independent Director Mr. Aubrey Rebello (Chairman) and Mr. Murarilal
Jhunjhunwala, Mr. Rohit Rajgopal Dhoot, Mr. Shankar Jadhav, Mrs. Swati Vikas Khemani,
members of the committee.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee is duly approved by the Board of Directors of the Company and
the Remuneration Policy of the Company is attached to the Board's Report as Annexure-III.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Act a Corporate Social Responsibility
(CSR) Committee was constituted. As at March 31, 2025, the CSR Committee comprised of two
Executive Directors and one Independent Director namely Dr. Sharad Kumar Saraf, Mr.
Sudarshan Kumar Saraf and Mr. Aubrey Rebello. Corporate Social Responsibility Policy
recommended by CSR Committee of the Directors has been approved by the Board of Directors
of the Company. The same is available on the website of the Company i.e.
www.technocraftgroup.com and also attached to this Report as Annexure-IV.
The disclosure relating to the amount spent on Corporate Social
Responsibility activities of the Company for the financial year ended March 31, 2025 is
attached to this Report as Annexure-V.
Risk Management Committee (RMC)
Pursuant to Regulation 21 of SEBI LODR Regulation 2015 a Risk
Management Committee (RMC) was constituted. As at March 31, 2025, the RMC Committee
comprised of two Executive Directors and one Independent Director namely Dr. Sharad Kumar
Saraf, Mr. Sudarshan Kumar Saraf and Mr. Aubrey Rebello.
Transfer of unclaimed / unpaid dividend to Investor Education and
Protection Fund (IEPF)
In accordance with the provisions of Sections 124, 125 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Investor
Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to as "IEPF Rules") (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), the
amount of dividend remaining unclaimed or unpaid for a period of seven years from the date
of transfer to the unpaid dividend account is required to be transferred to the IEPF,
maintained by the Central Government. In pursuance of this, the dividend remaining
unclaimed or unpaid in respect of dividends declared upto the financial year ended March
31, 2016 have been transferred to the IEPF. The details of the unclaimed dividends so
transferred are available on the Company's website, www.technocraftgroup.com and in
the website of the Ministry of Corporate Affairs at www.mca.gov.in In accordance with
Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which
dividend has remained unclaimed or unpaid for seven consecutive years or more are required
to be transferred to the demat account of the IEPF Authority. Accordingly, all the shares
in respect of which dividends were declared upto the financial years ended March 31, 2016,
and remained unpaid or unclaimed were transferred to the IEPF. The details of such shares
transferred have been uploaded in the Company's website www.technocraftgroup.com.
The shares and unclaimed dividend transferred to the IEPF can however
be claimed back by the concerned shareholders from IEPF Authority after complying with the
procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an
online application to the IEPF Authority in Form IEPF -5 (available on www.iepf.gov.in)
Particulars of contracts or arrangements with related parties
All related party transactions entered during the year were in the
ordinary course of business and on an arm's length basis.
All transactions with Related Parties are placed before the Audit
Committee as also before the Board for approval, if required. Prior omnibus approval of
the Audit Committee and the Board is obtained for the transactions which are foreseeable
and of a repetitive nature. The transactions entered into pursuant to the approvals so
granted are subjected to audit and a statement giving details of all related party
transactions is placed before the Audit Committee on a quarterly basis. The statement is
supported by a certificate from the CFO.
The policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the Company's website and can be seen at the link
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Policy-On-Related-Party-Transactions.pdf
All transactions entered into with related parties during the year were on arm's
length basis and were in the ordinary course of business. The details of the material
related party transactions entered into during the year as per the policy on Related Party
Transactions approved by the Board have been reported in Form AOC-2 annexed to the
Directors' Report as Annexure-VI.
Further the details of the transactions with related parties are
provided in the Company's financial statements in accordance with the Accounting
Standards.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available on website of the
Company at the link:
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Policy-on-Determination-of-Materiality-Reg.-30.pdf
Particulars of Employees and other additional information
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, form part of this Report and are
annexed as Annexure-VII.
The information as required under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on the
request by any member of the Company. In terms of Section 136 (1) of the Companies Act,
2013, the Report and the Accounts are being sent to the members excluding the said
Annexure. Any member interested in obtaining copy of the same may write to the Company
Secretary at the Registered Office of the Company.
Risk management policy
Pursuant to the requirement of Section 134 (3) (n) of the Act, the
Company has in place a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business.
Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule
IV of the Act and Regulation 17 of the SEBI Listing Regulations, annual performance
evaluation of the Directors as well as of the Committees of the Board has been carried
out, same has been explained in detail in the Corporate Governance Report, enclosed
herewith.
Independent Directors Meeting
During the financial year under review, the Independent Directors of
the Company met on February 11, 2025 inter-alia, to discuss: i) Evaluation of performance
of Non-Independent Directors and the Board of Directors of the Company as a whole. ii)
Evaluation of performance of the Chairman of the Company, taking into view of Executive
and Non-Executive Directors. iii) Evaluation of the quality, content and timelines of flow
of information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Act, your
Directors based on the representation/confirmation received from the Chairman and from the
Chief financial Officer, confirm that: a) in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any. b) the selected accounting policies were applied
consistently and the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2025 and of the profit of the Company for the year ended on that date. c) proper
and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities. d) the annual accounts have
been prepared on a going concern basis. e) the internal financial controls have been laid
down to be followed by the Company and such controls are adequate and are operating
effectively. f) proper systems to ensure compliance with the provisions of all applicable
laws have been devised and such systems are adequate and are operating effectively.
Requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company
has constituted an Internal Complaints Committee (ICC). During the year under review, no
cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Material changes & commitment if any, affecting financial position
of the Company from the end of financial year till the date of the report
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year of the Company to which the Financial Statements relate and the date of this Report.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act and Rules framed thereunder either to the
Company or to the Central Government.
Familiarization Programmes for Board Members
The Familiarization program aims to provide insight to the Independent
Directors to understand the business of the Company. Upon induction, the Independent
Directors are familiarized with their roles, rights and responsibilities. All the
Directors of the Company are updated as and when required, of their role, rights,
responsibilities under applicable provisions of the Companies Act and the SEBI Listing
Regulations, Secretarial Standards; nature of industry in which the Company operates,
business model of the Company, etc. The Company holds Board and the Committee Meetings
from time to time. The Board of Directors has complete access to the information within
the Company. The Independent Directors have the freedom to interact with the
Company's management. Directors are also informed of the various developments in the
Company through various modes of communications. All efforts are made to ensure that the
Directors are fully aware of the current state of affairs of the Company and the industry
in which it operates.
The details of such familiarization programmes for Independent
Directors of the Company are posted on the website of the Company
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Details-of-the-familiarization-programmes.pdf
Secretarial Standards
Pursuant to Section 118(10) of the Companies Act, 2013 the Company has
complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors and General Meetings.
Significant and material Orders passed by the Regulators/Courts, if any
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of your Company and its future
operations.
Business Responsibility & Sustainability Report
The Business Responsibility & Sustainability Report'
(BRSR) of the Company for the year ended March 31, 2025 forms part of this Annual Report
as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as Annexure-VIII.
Other Disclosure
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: Neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or commission from any of its subsidiaries.
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 would like to acknowledge and place on record their
sincere appreciation to all stakeholders, clients, Financial Institutions, Bank, Central
and State Governments, the Company's valued investors and all other business partners
for their continued co-operation and excellent support received during the year.
Your Directors recognizae and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to its progress.
Registered Office: |
For and on behalf of the Board of
Directors |
| Technocraft House, A-25, Road No. 3, |
|
| MIDC Industrial Estate, Andheri (East), |
|
| Mumbai 400093. |
|
| CIN: L28120MH1992PLC069252 |
Dr. Sharad Kumar Saraf |
| www.technocraftgroup.com |
Chairman & Managing Director |
Place: Mumbai |
DIN 00035843 |
Date: May 29, 2025 |
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