An Engineering Procurement & Construction Company

Contents
02

Corporate Information

39

Repor t on Corporate
Governance

03

Chairmans Letter

55

Management Discussion
and Analysis

STATUTORY REPORTS

FINANCIALS

04

Notice of AGM

58

Standalone Financial
Statements

14

Boards Report

81

Consolidated Financial
Statements

CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Avinash C Gupta
Chairman & Managing Director
Mr. Arjun Gupta
Whole Time Director
Mr. Nakul Gupta
Whole Time Director
Mr. Pawan Chopra
Non Executive and Independent Director
Ms. Anju Banerjee
Non Executive and Independent Director
Mr. Arun Mitter
Non Executive and Independent Director
CHIEF FINANCIAL OFFICER
Mr. Sandeep Kumar Vij
COMPANY SECRETARY
Mr. Ashish Kapil

STATUTORY AUDITORS

WEBSITE

Rajesh Suresh Jain & Associates

Chartered Accountants,
E-3/38, IInd Floor, Sector-7,
Rohini, Delhi-110085

www.technofabengineering.com

REGISTRAR & TRANSFER AGENTS

INVESTOR SERVICES E-MAIL ID

Link Intime India Private Limited

44, Community Centre, 2nd Floor,
Naraina Industrial Area, Phase-I,
Near PVR,Naraina,
New Delhi-110028

investors@technofabengineering.com

CHAIRMANS MESSAGE
Dear Shareholders,
It gives me great pleasure to welcome you to our Companys 44th Annual General Meeting.
For the fourth year in a row, the general economic slowdown has continued. Though the GDP
growth rate has picked up, the sectors that we serve, continue to be starved of significant fresh
investments.
The views of pundits seem to be that with the fiscal deficit getting contained and current account
deficit being in control, the groundwork for fresh investment has to a great extent been laid.
There seems to be signs of public investments picking up and private sector investment is also
soon expected to pick up.
Our focus has been to improve operations by greater use of technology and organisation
strengthening, and to prepare ourselves to take advantage of the fresh investments in the various
sectors that we operate in, which we hope begin to be visible by the time the current fiscal
year ends. The decrease in oil prices and softening of commodity prices across the board, the
reduction in inflation are all encouraging factors. We have great expectations of being able to
benefit from the substantial investments in the water sector expected pursuant to the emphasis
on river clean up and urban renewal.
An order book of ` 14 billion gives us a good cushion, in terms of revenue visibility for next
couple of years, by which time the expected accelerations in investments should put us back on
the growth path.
Thank You
Avinash C Gupta
Chairman and Managing Director

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 44th Annual

General Meeting of the members of Technofab
Engineering Limited will be held at the Delhi
Flying Club, Safdarjung Airport, New Delhi 110003 at 10.30 A.M. on Friday, the 25th day
of September, 2015 to transact the following
business:

ORDINARY BUSINESS

1.

To receive, consider and adopt the Profit & Loss

Account for the year ended March 31, 2015,
the Balance Sheet as on March 31, 2015 and
the Reports of the Board of Directors and the
Auditors thereon.

2.

To appoint a Director in place of Sh. Avinash C

Gupta (DIN: 00012077) who retires by rotation
and being eligible, seeks re-appointment.

3.

To re-appoint M/s Rajesh Suresh Jain &

Associates, Chartered Accountants (FRN:
017163N) as Statutory Auditors of the Company
to hold office from the conclusion of this
Annual General Meeting until the conclusion
of the next Annual General Meeting at such
remuneration as shall be fixed by the Board
of Directors of the Company.

SPECIAL BUSINESS

4.

To consider and if thought fit, to pass with

or without modification(s), the following
resolution as an Ordinary Resolution

RESOLVED THAT pursuant to the provisions of

Section 149 and 152 read with Schedule IV and
all other applicable provisions of the Companies
Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or
re-enactment(s) thereof for the time being in
force) and Clause 49 of the Listing Agreement,
Ms. Anju Banerjee (DIN: 00397755), who
was appointed as an Additional Director
(Non-Executive Independent Director) of the

Company by the Board of Directors w.e.f. 31st

March, 2015 pursuant to provisions of Section
161 (1) of the Companies Act, 2013 and the
Articles of Association of the Company and
who holds office up to the date of this Annual
General Meeting and in respect of whom the
Company has received a notice in writing
under Section 160 of the said Act from a
member proposing her candidature for the
office of Director, be and is hereby appointed
as a Non-Executive Independent Director of
the Company, not subject to retirement by
rotation, to hold office for a term of 5 (five)
consecutive years commencing from the date
of her appointment as Additional Director i.e.
31st March, 2015.
5.

To consider and if thought fit, to pass with

or without modification(s), the followings
resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions

of sections 196, 197, 203, Schedule V and
other applicable provisions, if any, of the
Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof for
the time being in force), and all guidelines for
managerial remuneration issued by the Central
Government from time to time, approval of
the members be and is herby accorded, for
alteration in terms and conditions including
increase in remuneration of Shri Arjun Gupta,
Whole Time Director of the Company with
effect from April 1,2015 as set out below for
the remaining term of his tenure:

1.

Basic Salary: ` 5.5 Lacs per month with

authority to the Board of Directors (which
expression shall include a Committee
thereof ) to revise the basic salary from
time to time, ensuring that any such
revision shall be in compliance with
Companies Act, 2013, taking into account
the performance of the Company.

2.

Housing: Fully furnished residential

accommodation, the cost of which shall
not exceed 50% of the basic salary per
annum or House Rent Allowance in lieu
thereof.

3.

Medical Expenses: Reimbursement of

medical expenses incurred in India and
abroad (including insurance premium for
medical and hospitalization policy, if any)
on actual basis for self and family, subject
to ceiling of one months basic salary in
a year or three months basic salary over
a period of three years.

4.

Leave Travel Allowance: For self and

family, in accordance with Rules of the
Company.

5.

Club Fees: Membership of one Club

in India (including admission and
membership fee).

6.

7.

Entertainment: Travelling and all other

expenses incurred for the business of
the Company shall be reimbursed as per
Rules of the Company.
Car & Telephone: The Company shall
provide car with driver and telephone at
the residence of the Whole Time Director
for business purposes of the Company.

8.

PF Contribution: Contribution to Provident Fund shall be as per the rules of the

Company and applicable laws.

9.

Gratuity: Gratuity payable shall be as

per rules of the Company and applicable
laws.

10. Performance Incentive: upto 1% of the

net profit of the Company P.A. Subject
to the condition that total managerial
remuneration during a financial year does
not cross the threshold limit of 5% or 10%
of the net profits of the Company, as the
case may be, as per Section 197 of the
Companies Act, 2013.

RESOLVED FURTHER THAT in the event of

no profit or the profits being inadequate in
any financial year of the Company during the
currency of tenure of his office, he shall be
paid such salary, commission and perquisites
not exceeding limits as set out in Schedule V
to the Companies Act, 2013.

RESOLVED FURTHER THAT in the event of

no profit or the profit being inadequate in
financial year of the Company during the
currency of tenure of his office, the Company
may pay salary, commission and perquisites to
Shri Arjun Gupta, in excess of limits as set out in
Schedule V to the Companies Act, 2013, subject
to approval of the Central Government and
subject to such conditions and modifications
as may be prescribed by Central Government
while granting such approval and such other
consents and approvals as may be required.

The following perquisites however shall not be

included in the computation of the ceiling on
remuneration:

1.

Contribution to provident fund, superannuation fund or annuity fund to the

extent these either singly or put together
are not taxable under the Income Tax Act,
1961.

2.

Gratuity payable at a rate not exceeding

half a months salary for each completed
year of service, and encashment of leave
at the end of the tenure.

RESOLVED FURTHER THAT he shall be entitled

to re-imbursement of all out of pocket expenses
which may be incurred by him for and in the
course of business of the Company.

RESOVLVED FURTHER THAT so long as shri

Arjun Gupta functions as the Whole Time
Director of the Company, he will not be paid
any fees for attending the meetings of the
Board of Directors or any committee thereof.

RESOLVED FURTHER THAT the Board of

Directors of the Company be and are hereby

authorised to do all acts and take all such steps
as may be necessary, proper or expedient to
give effect to this resolution.

6.

To consider and if thought fit, to pass with

or without modification(s), the followings
resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions

of sections 196, 197, 203, Schedule V and
other applicable provisions, if any, of the
Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof for
the time being in force), and all guidelines for
managerial remuneration issued by the Central
Government from time to time, approval of
the members be and is herby accorded, for
alteration in terms and conditions including
increase in remuneration of Shri Nakul Gupta,
Whole Time Director of the Company with
effect from April 1,2015 as set out below for
the remaining term of his tenure:

4.

Leave Travel Allowance: For self and

family, in accordance with Rules of the
Company.

5.

Club Fees: Membership of one Club

in India (including admission and
membership fee).

6.

Entertainment: Travelling and all other

expenses incurred for the business of
the Company shall be reimbursed as per
Rules of the Company.

7.

Car & Telephone: The Company shall

provide car with driver and telephone at
the residence of the Whole Time Director
for business purposes of the Company.

8.

PF Contribution: Contribution to Provident Fund shall be as per the rules of the

Company and applicable laws.

9.

Gratuity: Gratuity payable shall be as

per rules of the Company and applicable
laws.

1.

Basic Salary: ` 5.5 Lacs per month with

authority to the Board of Directors (which
expression shall include a Committee
thereof ) to revise the basic salary from
time to time, ensuring that any such
revision shall be in compliance with
Companies Act, 2013, taking into account
the performance of the Company.

10. Performance Incentive: upto 1% of the

net profit of the Company P.A. Subject
to the condition that total managerial
remuneration during a financial year does
not cross the threshold limit of 5% or 10%
of the net profits of the Company, as the
case may be, as per Section 197 of the
Companies Act, 2013.

2.

Housing: Fully furnished residential

accommodation, the cost of which shall
not exceed 50% of the basic salary per
annum or House Rent Allowance in lieu
thereof.

3.

Medical Expenses: Reimbursement of

medical expenses incurred in India and
abroad (including insurance premium for
medical and hospitalization policy, if any)
on actual basis for self and family, subject
to ceiling of one months basic salary in
a year or three months basic salary over
a period of three years.

RESOLVED FURTHER THAT in the event of

no profit or the profits being inadequate in
any financial year of the Company during the
currency of tenure of his office, he shall be
paid such salary, commission and perquisites
not exceeding limits as set out in Schedule V
to the Companies Act, 2013.

RESOLVED FURTHER THAT in the event of

no profit or the profit being inadequate in
financial year of the Company during the
currency of tenure of his office, the Company
may pay salary, commission and perquisites to
Shri Nakul Gupta, in excess of limits as set out in

Schedule V to the Companies Act, 2013, subject

to approval of the Central Government and
subject to such conditions and modifications
as may be prescribed by Central Government
while granting such approval and such other
consents and approvals as may be required.

The following perquisites however shall not be

included in the computation of the ceiling on
remuneration:

1.

Contribution to provident fund, superannuation fund or annuity fund to the

extent these either singly or put together
are not taxable under the Income Tax Act,
1961.

2.

Registered office:
507, Eros Apartments,
56, Nehru Place
New Delhi 110019, India
CIN: L74210DL1971PLC005
Email: info@technofabengineering.com

New Delhi
August 13, 2015

year of service, and Encashment of leave

at the end of the tenure.

RESOLVED FURTHER THAT he shall be entitled

to re-imbursement of all out of pocket expenses
which may be incurred by him for and in the
course of business of the Company.

RESOVLVED FURTHER THAT so long as Shri

Nakul Gupta functions as the Whole Time
Director of the Company, he will not be paid
any fees for attending the meetings of the
Board of Directors or any committee thereof.

RESOLVED FURTHER THAT the Board of

Directors of the Company be and are hereby
authorised to do all acts and take all such steps
as may be necessary, proper or expedient to
give effect to this resolution.

Gratuity payable at a rate not exceeding

half a months salary for each completed

By order of the Board of Directors

For Technofab Engineering Limited
Ashish Kapil
Company Secretary

Notes:
1.

A member entitled to attend and vote at

the Annual General Meeting (the Meeting)
is entitled to appoint a proxy to attend
and vote on a poll instead of himself and
the proxy need not be a member of the
Company. The instrument appointing the
proxy should, however, be deposited at
the registered office of the Company not
less than forty-eight hours before the
commencement of the Meeting.
A person can act as a proxy on behalf of
members not exceeding fifty and holding
in the aggregate not more than ten percent
of the total share capital of the Company

carrying voting rights. A member holding

more than ten percent of the total share
capital of the Company carrying voting
rights may appoint a single person as proxy
and such person shall not act as a proxy for
any other person or shareholder.
2.

Corporate members intending to send their

authorised representatives to attend the
Meeting are requested to send to the Company
a certified copy of the Board Resolution
authorising their representative to attend and
vote on their behalf at the Meeting.

3.

The Register of Members and the Share transfer

books of the Company shall remain closed
from 19th September, 2015 to 25th September,

2015 (both days inclusive).

4.

10. The Securities and Exchange Board of India

(SEBI) has mandated the submission of
Permanent Account Number (PAN) by every
participant in securities market. Members
holding shares in electronic form are, therefore,
requested to submit their PAN to their
Depository Participants with whom they are
maintaining their demat accounts. Members
holding shares in physical form can submit
their PAN to the Company / Link Intime India
Pvt. Ltd.

5.

As a part of Green Initiative, soft copy of the

Annual Report 2014-15 is being sent to all
the members whose email address(es) are
registered with the Company/Depository
Participant(s) unless any member has requested
for a hard copy of the same and physical copy
to those shareholders whose email ids are not
available with Company.

6.

Details under Clause 49 of the Listing Agreement with the Stock Exchanges in respect
of the Directors seeking appointment/reappointment at the AGM, is separately annexed
hereto. The Directors seeking appointment/reappointment have furnished the declaration
under Rule 14 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 as
required under Section 164(2) of the Companies
Act, 2013 and other requisite declarations for
their appointment / re-appointment.

11. Members are requested:

Members wishing to claim dividend, which

remain unclaimed are requested to correspond
with Registrar and Share Transfer Agent of the
Company, Members are requested to note that
the dividends not claimed within seven years
from the date of transfer to the companies
unpaid dividend account, will as per Section
124 of Companies Act, 2013 be transferred to
the Investor Education and Protection Fund.

7.

A Statement pursuant to Section 102(1) of the

Companies Act, 2013, relating to the Special
Business to be transacted at the Meeting is
annexed hereto.

the Registered Office of the Company on all

working days between 11.00 am to 1.00 pm
up to the date of the Meeting.

8.

In case you have any query relating to the

Annual Accounts you are requested to send
the same to the Company Secretary at the
Registered Office of the Company at least 10
days before the date of AGM so as to enable
the management to keep the information
ready for replying at the meeting.

9.

Relevant documents referred to in the

accompanying Notice and the Statement
are open for inspection by the members at

a.

To notify the change of address, if any, to

the Company immediately.

b.

Members who have not registered their

e-mail addresses so far are requested to
register their e-mail address for receiving
all communication including Annual
Report, Notices, Circulars, etc. from the
Company electronically.

c.

To carry along their copy of the Annual

Report at the Annual General Meeting for
ready reference.

d.

To produce at the entrance the enclosed

attendance slip duly completed and
signed for admission to the meeting
place.

12. Voting through electronic means

I.

Pursuant to the provisions of Section

108 and other applicable Provisions, if
any, of the Companies Act, 2013 read
with the Companies (Management and
Administration) Rules, 2014 as amended
and Clause 35B of the Listing Agreement
with Stock Exchanges, the Company
is pleased to provide to its members
facility to exercise their right to vote on
resolutions proposed to be passed in

the Meeting by electronic means. The

members may cast their votes using an
electronic voting system from a place
other that the venue of the Meeting
(remote e-voting)

II.

The Company is providing facility for

voting by electronic means to its members to enable them to cast their votes
through such voting. The Company has
engaged the services of CDSL as the
Authorised Agency to provide remote
e-voting facility (i.e. the facility of casting
votes by a member by using an electronic
voting system from a place other than the
venue of a general meeting).

III. The facility for voting through ballot

paper shall also be made available at
the meeting and members attending the
meeting who have not already cast their
vote by remote e-voting shall be able to
exercise their right at the meeting.

IV. The members who have cast their vote

by remote e-voting prior to the meeting
may also attend the meeting but shall not
be entitled to cast their vote again

V.

The Board of Directors have appointed

Mr. Naresh Verma & Associates, Practising
Company Secretaries (Membership No.
FCS 5403), as the Scrutinizer to scrutinize
the e-voting process.

VI. The cut-off date for the purpose of voting

(including remote e- voting) is 18th
September, 2015.
VII. Members are requested to carefully read
the instructions for remote e-voting
before casting their vote.

be available:
Commencement of
remote e-voting

09:00 a.m. (IST) on

September 22, 2015

End of remote
e-voting

05:00 p.m. (IST) on

September 24, 2015

During this period shareholders of the

Company, holding shares either in physical
form or in dematerialized form, as on the cutoff date i.e. September 18, 2015 may cast their
vote electronically.

II.

Log on to the e -voting website www.

evotingindia.com

III.

Click on Shareholders tab.

IV.

Now Enter your User ID

a.

For CDSL: 16 digits beneficiary ID,

b.

For NSDL: 8 Character DP ID followed by

8 Digits Client ID,

c.

Members holding shares in Physical Form

should enter Folio Number registered
with the Company.

V.

Next enter the Image Verification as displayed

and Click on Login.

VI. If you are holding shares in demat form and

had logged on to www.evotingindia.com and
voted on an earlier voting of any company,
then your existing password is to be used.
VII. If you are a first time user follow the steps given
below:

For Members holding shares in

Demat Form and Physical Form

PAN*

Enter your 10 digit alpha-numeric

* PA N i s s u e d b y I n c o m e Ta x
Department (Applicable for both
demat shareholders as well as physical
shareholders)
Members who have not updated
their PAN with the Company/

The Step-by-Step procedure and instructions for

casing your vote electronically are as under:
I.

The remote e-voting facility will be available

during the following period after which the
portal shall forthwith be blocked and shall not

D e p o s i t o r y Pa r t i c i p a n t a r e
requested to use the sequence
number which is printed on Postal
Ballot / Attendance Slip indicated
in the PAN field.
DOB#
Enter the Date of Birth as recorded
in your demat account or in the
company records for the said demat
account or folio in dd/mm/yyyy
format.
Dividend Enter the Dividend Bank Details as
Bank
recorded in your demat account or
Details# in the company records for the said
demat account or folio.

Please enter the DOB or Dividend
Bank Details in order to login. If
the details are not recorded with
the depository or company please
enter the member id / folio number
in the Dividend Bank details field
as mentioned in instruction (iv).
VIII. After entering these details appropriately, click
on SUBMIT tab.

XII. On the voting page, you will see RESOLUTION

DESCRIPTION and against the same the option
YES/NO for voting. Select the option YES or
NO as desired. The option YES implies that you
assent to the Resolution and option NO implies
that you dissent to the Resolution.
XIII. Click on the RESOLUTIONS FILE LINK if you
wish to view the entire Resolution details.
XIV. After selecting the resolution you have decided
to vote on, click on SUBMIT. A confirmation
box will be displayed. If you wish to confirm
your vote, click on OK, else to change your
vote, click on CANCEL and accordingly modify
your vote.
XV. Once you CONFIRM your vote on the
resolution, you will not be allowed to modify
your vote.
XVI. You can also take out print of the voting done
by you by clicking on Click here to print
option on the Voting page.

XVII. If Demat account holder has forgotten the

changed password then Enter the User ID and
IX. Members holding shares in physical form will
the image verification code and click on Forgot
then reach directly the Company selection
Password & enter the details as prompted by
screen. However, members holding shares in
the system.
demat form will now reach Password Creation
menu wherein they are required to mandatorily
enter their login password in the new password XVIII. Note for Non-Individual Shareholders and
Custodians
field. Kindly note that this password is also
to be used by the demat holders for voting

Non-Individual shareholders (i.e. other than
for resolutions of any other company on
Individuals, HUF, NRI etc.) are required to
which they are eligible to vote, provided that
log on to https://www.evotingindia.com
company opts for e-voting through CDSL
and register themselves as Corporates.
platform. It is strongly recommended not to
A scanned copy of the Registration Form
share your password with any other person
bearing the stamp and sign of the entity
and take utmost care to keep your password
to helpdesk.evoting@cdslindia.com.
confidential.
X.

For Members holding shares in physical form,

the details can be used only for e-voting on
the resolutions contained in this Notice.

XI. Click on the EVSN for the relevant Technofab

Engineering Limited on which you choose to
vote.

10

After receiving the login details a compliance

user should be created using the admin
login and password. The Compliance user
would be able to link the account(s) for
which they wish to vote on.

The list of accounts should be mailed to

helpdesk.evoting@cdslindia.com and on

approval of the accounts they would be

able to cast their vote.

A scanned copy of the Board Resolution

and Power of Attorney (POA) which they
have issued in favour of the Custodian, if
any, in PDF format in the system for the
scrutinizer to verify the same.

XIX. In case you have any queries or issues regarding

e-voting, you may refer the Frequently Asked
Questions (FAQs) and e-voting manual
available at www.evotingindia.com under help
section or write an email to helpdesk.evoting@
cdslindia.com.
XX. Any person, who acquires shares of the
Company and become member of the
Company after dispatch of the notice and
holding shares as on the cut-off date i.e. 18th
August, 2015 may follow the same instructions
as mentioned above for e-voting.
13. Poll at the Meeting

After the items of the Notice have been

discussed, the Chairman will order poll in
respect of the items. Poll will be conducted
under the supervision of the scrutinizer
appointed for remote e-voting and poll
as stated above. A person, whose name is
recorded in the register of members or in
register of beneficial owners maintained by
the depositories as on the cut-off date of 18th
September, 2015 and who have not casted their
vote by remote e-voting, and being present in
the AGM, either personally or through proxy,
only shall be entitled to vote at the AGM.

14. The voting rights of the Members shall be in

proportion to the paid-up value of their shares
in the equity capital of the Company as on
the cut-off date being Friday, 18th September,
2015.
15. The Scrutinizer shall after the conclusion of
voting at the general meeting, first count
the votes cast at the meeting, and thereafter
unblock the vote cast through remote e-voting

in the presence of at least two (2) witnesses not

in the employment of the Company and will
make, not later than 3 days of the conclusion
of AGM, i.e. on or before 28th September, 2015,
a consolidated Scrutinizers Report of the total
votes cast in favour or against, if any, forthwith
to the Chairman of the Company, who shall
countersign the same and the Chairman, shall
declare the result forthwith.
16. The Scrutinizers decision on the validity of the
vote shall be final and binding.
17. The result declared along with the Scrutinizers
report shall be placed on the website of the
Company (www.technofabengineering.com)
immediately after the result is declared and
shall simultaneously be forwarded to the Stock
Exchanges where the Companys shares are
listed.
18. The resolutions will be deemed to be passed
on the AGM date subject to receipt of requisite
number of votes in favour of the resolutions.
EXPLANATORY STATEMENT PURSUANT TO
SECTION 102(2) OF THE COMPANIES ACT, 2013
(the Act)
The following statement sets out all material facts
relating to the Special Business mentioned in the
accompanying Notice:
Item No. 4
Ms. Anju Banerjee who has been appointed as
an Additional Director in the category of nonexecutive Independent Director of the Company
under Section 161 (1) of the Companies Act, 2013
w.e.f 31st March 2015 holds office upto the date
of this Annual General Meeting and is eligible for
appointment as Director.
The Company has received notice under Section
160 of the Companies Act, 2013 from a member
signifying his intention to propose the candidature
of Ms. Anju Banerjee for the office of Independent
Director of the Company.

11

The Company has received declaration from

Ms. Anju Banerjee that she meets the criteria of
independence as prescribed under Section 149
(6) of the Companies Act, 2013 and also under
Clause 49 of the Listing Agreement with the Stock
Exchanges. Further, she has also confirmed that she
is not disqualified from being appointed as Director
under Section 164 of the said Act and has given her
consent to act as a Director of the Company.
The Board of Directors are of the opinion that
Ms. Anju Banerjee, is a women of integrity and
possesses relevant expertise and experience and
is eligible for the position of an Independent
Director of the Company and fulfils the conditions
specified by the Companies Act, 2013 and the
Listing Agreement with the Stock Exchanges and
that she is independent of the management of the
Company. The Board considers that her association
as Director will be beneficial and in the best interest
of the Company.
Her brief resume, the nature of her expertise in
specific functional areas, names of companies
in which she hold Directorship, Committee
Memberships/ Chairmanships, her shareholding
etc., are separately annexed hereto.
A copy of draft letter of appointment of Ms.
Anju Banerjee as Non-Executive Independent
Director setting out the terms and conditions of her
appointment is available for inspection by members
at the Registered Office of the Company.
The Board of Directors recommend the ordinary
resolution for your approval.
She is not related to any of the Directors or Key
Managerial Personnel (including relatives of the
Directors and Key Managerial Personnel) of the
Company in terms of Section 2(77) of the Companies
Act, 2013.
None of the Directors or Key Managerial Personnel
of the Company (including relatives of the Directors
and Key Managerial Personnel) other than Ms.

12

Anju Banerjee herself, is concerned or interested,

financially or otherwise, in this resolution.
Item No. 5 & 6
Mr. Arjun Gupta & Nakul Gupta were re-appointed as
a Whole Time Directors of the Company for a period
of 3 years w.e.f. 01st April, 2014 on their previous
remuneration and other terms and conditions as
approved by the members of the Company in the
Annual General Meeting held on 25th September,
2014.
The remuneration of Sh. Arjun Gupta & Nakul
Gupta, Whole Time Directors of the Company was
last increased in April 2011 to ` 2.34 Lac (Basic) Per
Month, Since 2011 Companys business has increased
manifold and the duties and responsibilities of Sh.
Arjun Gupta & Nakul Gupta, Whole Time Director
of the Company have increased to a considerable
extent.
The Board of Directors of the Company at its
Meeting held on 21st May 2015 has changed the
terms & conditions (as provided in the resolution)
of appointment of Shri Arjun Gupta and Shri Nakul
Gupta as recommended by the remuneration
committee, subject to the approval of shareholders
w.e.f April 01, 2015 in accordance with norms laid
down in Sections 196, 197 and Schedule V and
other applicable provisions of the Companies Act,
2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2015 (including any statutory modification(s) or reenactment thereof, for the time being in force).
The Board recommends Special Resolution as set out
at item no. 5 to 6 for approval of the Members.
Mr. Avinash c Gupta, Mr. Arjun Gupta and Mr. Nakul
Gupta are inter-se related. None of the Directors and
key managerial personnel or their relatives other
than Shri Avinash C Gutpa, Shri Arjun Gupta and
Shri Nakul Gupta are interested or concerned in the
proposed resolutions as set out in item no. 5 to 6.

DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT

AT THE ANNUAL GENERAL MEETING
Particulars

Mr. Avinash C Gupta Mr. Arjun Gupta

Mr. Nakul Gupta

Ms. Anju Banerjee

Date of Birth

26/10/1940

07/08/1970

30/08/1971

24/01/1957

Date of last
appointment

01/04/2014

01/04/2014

01/04/2014

N.A.

Qualifications
Bachelor of Science

Bachelor of
Engineering (USA)

Bachelor of
Science (Indiana)

M.Phil. in Social
Science

Expertise in
Wide and varied
specific
experience in
functional
Engineering &
areas
Construction

Business

Wide experience
Wide and varied
and renowned
experience in
knowledge of
Finance &
Turnkey Projects,
Banking
Design &
Engineering

Rich experience in
senior executive
and management
positions in
Govt. of India

Directorships
held in other
Public Companies
(excluding
foreign and
private
companies)

NIL

NIL

NIL

NIL

Memberships/
Chairmanships
of Audit and
Shareholders
Grievance
committees
across Public
companies

NIL

NIL

NIL

NIL

2299096

432872

471264

NIL

Shareholding

13

BOARDS REPORT
Dear Members,
Your Directors have pleasure in presenting the 44th Annual Report on the business and operations of your
Company along with the audited statement of accounts for the year ended 31st March, 2015.
THE FINANCIAL HIGHLIGHTS ARE SET OUT BELOW
The Financial performance of your Company for the year ended 31st March, 2015 is summarized below:
Year ended
March 31, 2015
(` in Million)

Year ended
March 31, 2014
(` in Million)

Revenue from Operations (Including Other Income)

4221.12

4113.18

Profit before Interest, depreciation and Tax (EBIDTA)

316.59

290.73

Less: Interest & finance charge

149.86

119.63

44.73

63.07

Profit before Tax

122.00

108.03

Less: Tax Expense

37.55

38.97

Profit after Tax

84.45

69.06

Balance Brought Forward

586.52

537.46

Amount Available for appropriation

670.97

606.52

20.00

20.00

650.97

586.52

Less: Depreciation

Transfer to General Reserve

Closing Balance in Statement of Profit & Loss

REVIEW OF OPERATIONS
Financial Highlights
Your company achieved a gross operating turnover
of ` 4221 Million for the year ended 31st March, 2015
as against ` 4113 Million for the previous financial
year. This amounts to a 2.63% increase over the
previous year. The EBIDTA at ` 316 Million increased
by 8.96% in comparison to the previous year.The
profit after tax in the period under review was ` 84
Million as compared to ` 69 Million in the previous
year, representing an increase of 21.73%.The net
worth of your Company, which has been steadily
increasing, stands at over ` 2178 million as on 31st
March 2015.The financial results represent a modest

14

improvement over the previous years and has

been achieved in the face of intensely unfavorable
business environment.
CONSOLIDATED ACCOUNTS
The consolidated financial statements of your
Company for the financial year 2014-15, are prepared
in compliance with applicable provisions of the
Companies Act, 2013, Accounting Standards and
Listing Agreement as prescribed by the Securities
and Exchange Board of India (SEBI). The consolidated
financial statements have been prepared on
the basis of audited financial statements of the
Company and its subsidiary Companies, as approved
by their respective Board of Directors.

SUBSIDIARIES

Sectors contributed 3% and 2% respectively.

A separate statement containing the salient features

of financial statements of all subsidiaries of your
Company forms part of consolidated financial
statements in compliance with Section 129 and
other applicable provisions, if any, of the Companies
Act, 2013. The financial statements of the subsidiary
companies and related information are available for
inspection by the members at the Registered Office
of your Company during business hours on all days
except Saturdays, Sundays and public holidays upto
the date of the Annual General Meeting (AGM) as
required under Section 136 of the Companies Act,
2013. Any member desirous of obtaining a copy
of the said financial statements may write to the
Company Secretary at the Registered Office of
your Company. The financial statements including
the consolidated financial statements, financial
statements of subsidiaries and all other documents
required to be attached to this report have been
uploaded on the website of your Company (www.
technofabengineering.com).

Major customers during the year included Ministry

of Water, Zimbabwe, West Bengal State Electricity
Distribution Company, Ministry of Water, Tanzania
and South Bihar Power Distribution Company.

The financial performance of each of the subsidiaries

and joint venture companies included in the
consolidated financial statements of your Company
is set out in the Annexure [A] to this Report.

Your company continued to put great emphasis

on securing new business from existing as well as
new customers and new geographies. Despite the
difficult business conditions, your Company could
secure fresh business of around ` 5570 Million.
The largest share of orders were received from the
Electrical Sector followed by the Water sector. The
traditional Power and Industrial Sectors contributed
less than 10% of the fresh business secured and
this is a reflection of the severe impairment of the
project investment cycle in our country.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an
integral part of this Report and is separately given.
A brief overview of the Companys business is given
hereunder.
I.

Sectoral Overview

Though your Company has capabilities to undertake

turnkey EPC Services across diverse sectors and
geographies, two sectors have contributed to the
vast majority of business and revenue, viz the Water
Sector and the Electrical Sector. The other sectors
viz the Thermal Power, Nuclear Power, Industrial, Oil
& Gas had relatively low contribution.The Electrical
Sector was the largest contributor at 46%, followed
by the Water Sector at 42%. The Power Sector
contributed 7% and the Industrial and Oil & Gas

II.

Geographical Spread

Your Company has continued to maintain a strong

focus on geographical diversity. Apart from Sub
Saharan Africa, the other geographies of interest
are in Fiji and closer home in South Asia. During the
year your Company continued to execute business
secured in Ethiopia, Ghana, Kenya, Liberia, Tanzania
and Zimbabwe. Over a third of the Companys
revenue came from overseas assignments.
Work on the project in Liberia had to be suspended
in August 2014 due to outbreak of Ebola. The work
is expected to resume very soon.
III. Fresh business Secured

At present your Company has outstanding proposals

worth over ` 40 billion, 60% of which pertain to
domestic business and the remaining overseas.
IV. Economic and Business Outlook
For the fourth year in a row, the economic and
business outlook in the country, for the sectors we
serve, has been gloomy. Many of our customers
continue to be financially stressed. Not only is
there a delay in receiving payments, the standstill
or slowdown on many of our projects means
that retention money which is linked to project

15

completion continues to pile up.

V.

Concurrently the project pipeline in the Power,

Nuclear and Industrial Sectors continues to be
seriously impaired. As a result, the slowdown
in enquiries and longer than normal gestation
in converting enquiries to orders and orders to
revenue, continue unabated.

Your Company continues to work on its ongoing

strategic initiatives viz:

The Electrical Sector still attracts significant

investments funded by various Centrally sponsored
schemes and this has enabled your Company to
receive a moderate amount of new orders, as a
result of which there is revenue visibility beyond
the next two years.
Opportunities in the Railway Electrification are
soon expected to emerge in a significant way and
your Company is looking forward to leveraging its
established capabilities of undertaking Electrical
Projects to get a firm foothold in this sector.
About a year ago there was an improvement in
sentiment. However this improvement in sentiment
is now dimming as it is yet to translate into any
movement on the ground in terms of resumption
of stalled projects or fresh enquiries in the Power
and Industrial Sectors.
As far as the overseas market is concerned, your
Company continues to maintain a strong focus
particularly in sub Saharan Africa. While the
Company largely pursues funded projects mainly
in the water infrastructure, non funded projects are
also pursued though with a degree of caution.
The combination of a significant decrease in bidding
opportunities and increase in competition, both
domestically, and to a lesser extent, in the overseas
markets has had the inevitable impact of adversely
affecting margins. The fact that the Company still
has a decent order book, is on account of its strategy
of diversifying its customer base by targeting newer
sectors and geographies, whilst sticking to its
domain competence of undertaking turnkey EPC
Projects. Hence your Company is expected to be
in a healthy shape to take advantage of the upturn
which hopefully should begin by end FY 2016 or
early FY 2017.

16

Strategic Initiatives

Focus on improving efficiency through

use of technology and organizational
development

Focus on Quality

Employee welfare along with Training and

development

Market diversity

While continuing to adhere to its traditional

practices, viz:

the philosophy of keep it simple.

to retain a lean, non hierarchical structure

with an effective but simple, no frills
office culture, and

maintain an informal, achievement

oriented, merit and loyalty rewarding
work atmosphere

VI. Quality up gradation

Your Company secured ISO 9001 accredition in
2007. This was a first milestone towards continuous
quality enhancement. The Company believes that
Quality is a state of mind and is committed to
a continuous ongoing initiative in this direction.
Internal audits are carried out regularly and recently
our external auditors have conducted a surveillance
and reconfirmed our ISO 9001 accredition.
DIVIDEND
Your Directors have, taking into account the
business situation/ outlook and the dip in profits,
decided to recommend that there be no dividend
this year. The money so preserved would assist in
ongoing operations.
MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITON
No material changes and commitments affecting

the financial position of the Company have occurred

between March 31, 2015 and the date of the
report.
TRANSFER TO RESERVES
It is proposed to transfer ` 20 Million which amounts
to 24% of the profits after tax, to the General
Reserves of the Company.
PUBLIC DEPOSITS
During the financial year 2014-15, your Company
has not accepted any deposit within the meaning
of Sections 73 and 74 of the Companies Act, 2013
read together with the Companies (Acceptance of
Deposits) Rules, 2014.
CORPORATE GOVERNANCE REPORT
In compliance with the provisions of Clause 49
of the Listing Agreement, a separate report on
Corporate Governance along with a certificate from
the Auditors on its compliance, forms an integral
part of this Report.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the
employees during the year under review and the
Management appreciates the efforts and dedication
shown by all employees of the Company in offering
their support and expects their continued support
for achieving higher level of productivity to enable
meeting the targets set for the future.
DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable
provisions if any, of the Companies Act, 2013 read
with the Rules issued there under and Clause 49
of the Listing Agreement, the Board of Directors
has formulated the Nomination and Remuneration
Policy of your Company on the recommendations
of the Nomination and Remuneration Committee.
The salient aspects covered in the Nomination
and Remuneration Policy, covering the policy on

appointment and remuneration of Directors and

other matters have been outlined in the Corporate
Governance Report which forms part of this
Report.
The Managing Director of your Company does not
receive remuneration from any of the subsidiaries
of your Company.
The information required under Section 197(12)
of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/
employees of your Company is set out in Annexure
[B].
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
I.

Appointments:

In compliance with the provisions of Sections 149,

152, Schedule IV and other applicable provisions,
if any, of the Companies Act, 2013 read with
Companies (Appointment and Qualification of
Directors) Rules, 2014, Shri Pawan Chopra, Shri
Arun Mitter and Shri VS Mathur were appointed as
Independent Directors on the Board of Directors of
your Company at the 43rd AGM of your Company
held on 25th September, 2014 to hold office up to
5 (five) consecutive years.
At the aforementioned AGM, Shri Avinash C Gupta,
Chairman & Managing Director, Sh. Arjun Gupta & Sh.
Nakul Gupta Whole Time Directors of your Company
were re-appointed for 3 (three) years commencing
from 1st April, 2014 to 31st March,2017.
During the financial year 2014-15, the Board
of Directors appointed Ms. Anju Banerjee as
Additional/Non- Executive Independent Director
with effect from 31st March, 2015. Further Ms Anju
Banerjee is proposed to be appointed as the NonExecutive Independent Director of your Company
at the ensuing AGM. Your Directors recommend
her appointment as a Non-Executive Independent
Director of your Company.
During the financial year 2014-15, the Board of

17

Directors appointed Mr. Ashish Kapil as Company

Secretary with effect from 11th February, 2015.
II.

Resignations/Retirements:

Shri VS Mathur, Non-Executive/Independent Director

expressed his desire not to continue on the Board
of Directors of your Company and resigned from
the directorship in the Board Meeting held on 31st
March, 2015.
The Board places on record its appreciation for his
valuable contribution during his association with
your Company.
Shri Avinash C Gupta, Chairman & Managing
Director is liable to retire by rotation at the ensuing
AGM pursuant to the provisions of Section 152 of
the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors)
Rules, 2014 and the Articles of Association of your
Company and being eligible have offered himself
for reappointment. Appropriate resolution for his
re-appointment is being placed for your approval
at the ensuing AGM. The brief resume of the
Director and other related information has been
detailed in the Notice convening the 44th AGM of
your Company. Your Directors recommend his reappointment as Chairman & Managing Director of
your Company.

NUMBER OF MEETINGS OF THE BOARD AND

AUDIT COMMITTEE
The details of the number of Board and Audit
Committee meetings of your Company are set out
in the Corporate Governance Report which forms
part of this Report.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under
the provisions of Companies Act, 2013 read with
the Schedules and Rules issued thereunder as well
as Clause 49 of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that:

a)

in the preparation of the annual accounts

for the financial year ended 31st March,
2015, the applicable accounting standards
and Schedule III of the Companies Act,
2013, have been followed and there are
no material departures from the same;

Shri Avinash C Gupta, Chairman & Managing

Director, Shri Arjun Gupta & Shri Nakul Gupta
Whole Time Directors, Shri Sandeep Kumar Vij, Chief
Financial Officer and Shri Ashish Kapil, Company
Secretary are the Key Managerial Personnel of your
Company in accordance with the provisions of
Sections 2(51), 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

b)

the Direc tors have selec ted such

accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the
state of affairs of your Company as at 31st
March, 2015 and of the profit and loss of
the Company for the financial year ended
31st March, 2015;

III. Annual Evaluation of Boards Performance:

c)

proper and sufficient care has been

taken for the maintenance of adequate
accounting records in accordance with
the provisions of the Companies Act,
2013 for safeguarding the assets of
the Company and for preventing and
detecting fraud and other irregularities;

In terms of the provisions of the Companies Act,

2013 read with Rules issued thereunder and
Clause 49 of the Listing Agreement, the Board of
Directors on recommendation of the Nomination
and Remuneration Committee, have evaluated
the effectiveness of the Board/Director(s) for the

18

financial year 2014-15.

d)

the annual accounts have been prepared

on a going concern basis;

e)

proper internal financial controls laid

down by the Directors were followed
by the Company and that such internal
financial controls are adequate and were
operating effectively; and

f )

the Directors had devised proper systems

to ensure compliance with the provisions
of all applicable laws and that such
systems were adequate and operating
effectively.

AUDITORS AND AUDITORS REPORT:

I.

Auditors

At the 43 rd AGM of your Company, M/s. Rajesh

Suresh Jain & Associates, Chartered Accountants
(Firm Registration No. 017163N) was appointed as
the Auditor to hold office till the conclusion of the
44th AGM of your Company.
M/s. Rajesh Suresh Jain & Associates, Chartered
Accountants, who retire at the ensuing AGM of
your Company are eligible for re-appointment.
Your Company has received written consent and
a certificate stating that they satisfy the criteria
provided under Section 141 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and that the appointment, if
made, shall be in accordance with the applicable
provisions of the Companies Act, 2013 and rules
issued thereunder. As required under Clause 49
of the Listing Agreement, M/s. Rajesh Suresh Jain
& Associates, Chartered Accountants, have also
confirmed that they hold a valid certificate issued
by the Peer Review Board of ICAI.
The Audit Committee and the Board of Directors
recommend the appointment of M/s. Rajesh Suresh
Jain & Associates, Chartered Accountants, as the
Auditors of your Company for the financial year
2015- 16 till the conclusion of the next AGM. The
Auditors Report for the financial year 2014-15, does
not contain any qualification, reservation or adverse
remark.

II.

Secretarial Audit

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed
Mr. Naresh Verma, Practicing Company Secretary to
conduct the Secretarial Audit of your Company.
The Secretarial Audit Report is annexed herewith
as Annexure [C] to this Report. The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark. However the
Secretarial Auditor observed that Company is yet
to spend amount on CSR. In view of the tightness
of cash flows and resultant stretched liquidity, Your
Board of Directors has decided to temporarily defer
the expenditure under CSR.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual
Return in Form MGT- 9 in accordance with Section
92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration)
Rules, 2014, are set out herewith as Annexure [D]
to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15, your Company
has entered into transactions with related parties
as defined under Section 2(76) of the Companies
Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, which were in the
ordinary course of business and on arms length
basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued there under and
Clause 49 of the Listing Agreement. During the
financial year 2014-15, there were no transactions
with related parties which qualify as material
transactions under the Listing Agreement.
The details of the related party transactions as
required under Accounting Standard-18 are set out
in Note 2.26 to the standalone financial statements
forming part of this Annual Report.
The Form AOC -2 pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of

19

the Companies (Accounts) Rules, 2014 is set out as

Annexure [E] to the Boards Report.
LOANS AND INVESTMENTS
Details of Loans, Guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the
Financial Statements.
RISK MANAGEMENT
Your Company recognizes that risk is an integral
part of business and is committed to managing
the risks in a proactive and efficient manner. Your
Company periodically assesses risks in the internal
and external environment, along with the cost of
treating risks and incorporates risk treatment plans
in its strategy, business and operational plans.
Your Company, through its risk management
process, strives to contain impact and likelihood
of the risks within the risk appetite as agreed from
time to time with the Board of Directors.
During the financial year 2014-15, the Board of
Directors have approved the risk management
policy and the risk appetite for your Company.
There are no risks which in the opinion of the Board
threaten the existence of your Company.
VIGIL MECHANISM
Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated
a Whistle Blower Policy which is in compliance with
the provisions of Section 177 (10) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement.
The policy provides for a framework and process
whereby concerns can be raised by its employees
against any kind of discrimination, harassment,
victimization or any other unfair practice being
adopted against them. More details on the vigil
mechanism and the Whistle Blower Policy of your
Company have been outlined in the Corporate
Governance Report which forms part of this
report.

20

CORPORATE SOCIAL RESPONSIBILITY

Your Company has from time to time been spending
some money on social purposes on a voluntary
basis. However from 01 April 2014 the Companies
Act has made it mandatory for the Company to
allocate 2% of the net average profits for the last
three years on social issues.
For this purpose your Company has constituted a
subcommittee of the Board to approve the Corporate
CSR policy and to oversee the expenditure. The
Board of Directors approved the Corporate Social
Responsibility (CSR) Policy for your Company
pursuant to the Section 135 of the Companies
Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, on the
recommendations of the CSR Committee, The CSR
Policy outlines the CSR vision of your Company
and is set out herewith as Annexure [F] to this
report.
CONSERVATION OF ENERGY, TECHNOLOGY
A B S O R P T I O N A N D F O R E I G N E XC H A N G E
EARNINGS AND OUTGO
The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134
of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, is set out hereunder:
I.

Conservation of energy

Though the operations of your Company do not

consume high level of energy, adequate measures
have been taken by the management to conserve
energy to the extent possible through conservation
measures. Your Company is on a constant look
out for newer and efficient energy conservation
technologies and introduces them appropriately.
As the cost of energy consumed by the Company
forms a very small portion of the total cost, the
impact of change in energy cost on total cost is
insignificant.
II.

Technology absorption

The company being engaged in the business of

providing complete engineering, procurement

and construction services for auxiliary / balance of
plant systems on a complete turnkey basis, constant
efforts are made to develop new products/systems
to give trouble free service in its line of activities.
III. Foreign exchange earnings and outgo

Foreign Exchange Earnings - ` 1649 Million

Foreign Exchange Outgo

- ` 1190 Million

DETAILS ON INTERNAL FINANCIAL CONTROLS

RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal
financial controls with reference to the financial
statements, some of which are outlined below:
Your Company has adopted accounting policies
which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section
133 and other applicable provisions, if any, of
the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant
provisions of the Companies Act, 1956, to the extent
applicable. These are in accordance with generally
accepted accounting principles in India. Changes in
policies, if any, are approved by the Audit Committee
in consultation with the Auditors.

performance of your Company against the approved

plans across various parameters and takes necessary
action, wherever necessary.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS
There are no significant/material orders passed by
the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its
operations in future.
GENERAL

a)

Your Company has not issued equity

shares with differential rights as to
dividend, voting or otherwise; and

b)

Your Company does not have any ESOP

scheme for its employees/Directors.

APPRECIATION
Your Directors wish to convey their gratitude
and place on record their appreciation for all the
employees at all levels for their hard work, solidarity,
cooperation and dedication during the year. Your
Directors sincerely convey their appreciation to
customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities
for their continued support.

The Management periodically reviews the financial

For and on behalf of Board of Directors

Place : New Delhi

Dated : August 13, 2015

Avinash C Gupta
Chairman & Managing Director

21

Annexure [A]
The financial performance of each of the subsidiaries included in the consolidated financial statements
are detailed below:

` (in Crores)

S. Name of
No. Subsidiary

22

Turnover

Profit/(Loss) Before Tax

Profit/(Loss) After Tax

Current Previous Growth

Period
Period
(%)

Current Previous Growth

Period
Period
(%)

Current Previous Growth

Period
Period
(%)

1.

Arihant Flour
Mills Pvt. Ltd.

Nil

Nil

NA

(0.15)

(0.15)

NIL

(0.15)

(0.15)

NIL

2.

Rivu
Infrastructural
Developers
Pvt. Ltd.

0.18

2.25

(92)

(0.02)

(0.07)

(71.42)

(0.04)

(0.07)

(42.86)

3.

Woodlands
Instruments
Pvt. Ltd.

Nil

Nil

NA

(0.05)

(0.06)

(16.67)

(0.05)

(0.06)

(16.67)

Annexure [B]
Details 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
Rule Particulars
(i)

(ii)

*The Ratio of the remuneration of each Director to a

the median remuneration of the employees of the
Company for the financial year.
b

Mr. Avinash C Gupta, Chairman &

Managing Director

339*

Mr. Arjun Gupta, Whole Time Director

153*

Mr. Nakul Gupta, Whole Time Director

153*

Mr. Pawan Chopra, Independent Director

12

Mr. VS Mathur, Independent Director

12

Mr. Arun Mitter, Independent Director

11

The percentage increase in remuneration of each a

Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary in the financial year.
b

Mr. Avinash C Gupta, Chairman &

Managing Director
Mr. Arjun Gupta, Whole Time Director

22%

Mr. Nakul Gupta, Whole Time Director

22%

Mr. Pawan Chopra, Independent Director

73%

Mr. Arun Mitter, Independent Director

73%

Mr. VS Mathur, Independent Director

59%

Mr. Sandeep Kumar Vij,

Chief Financial Officer

Mr. Ashish Kapil, Company Secretary

(iii)

*The percentage increase in the median remuneration

of employees in the financial year.

(iv)

The number of permanent employees on the rolls of

the company.

(v)

The explanation on the relationship between

average increase in remuneration and company 1
performance.

(vi)

150%*

16.5%
(1.00)%

404

The key indices of Companys performance are:

% Increase in Revenue from operations
in 2014-15 as compared to 2013-14

2.63%

% Increase in Profit before tax &

exceptional items in 2014-15 as
compared to 2013-14

12.96%

% Increase in Profit After Tax in

2014-15 as compared to 2013-14

21.73%

The increase in average remuneration of all employees

in the financial year 2014-15 as compared to the
financial year 2013-14 was -1.83%.The Average increase/
decrease is based on the objectives of Remuneration
policy of the Company that is designed to attract,
motivate and retain the employees who are the drivers
of organization success and helps the Company to
retain its industry competitiveness. Pay mix is designed
to reflect the performance and is aligned to the long
term interests of the shareholders.

Comparison of the remuneration of the Key Managerial

Personnel against the performance of the company.

The remuneration of Key Managerial Personnel

increased by around 52% in 2014-15, compared to
2013-14, whereas the Profit After Tax and exceptional
items increased by 21.73% in 2014-15, compared to
2013-14.

23

 Rule Particulars
(vii)

Variations in the market capitalization of the

company, price earnings ratio as at the closing date
of the current financial year and previous financial
year and percentage increase over decrease in the
market quotations of the shares of the company in
comparison to the rate at which the company came
out with the last public offer.

As on 31st
March
2015

As on 31st
March
2014

Increase/
(decrease)
(%)

Price Earning
Ratio

20.72

12.10

71.24

Market
capitalization
(` Cr.)

175

83

110

Closing share price as on 31st March 2015 was `166.80. price during its public issue in 2010 was ` 240. (%) decrease of Market
price over the price at the time of initial public offer is 30.5

(viii)

Average percentile increase already made in the

salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out
if there are any exceptional circumstances for increase
in the managerial remuneration.

The average % managerial remuneration increase has been

52% while for others it is about -2.26%. The Increase in
Managerial Remuneration is mainly because of change in
relevant schedule which governs Directors Remuneration
in case of inadequate profit. Increase in remuneration is
based on Remuneration Policy of the Company that rewards
people differentially based on their contribution to the
success of the company and also ensures that external market
competitiveness and internal relativities are taken care of.

(ix)
Comparison of the each
Name of
% increase in % Increase in % Increase in % Increase in

remuneration of the Key Managerial the KMP
Remuneration Revenue from Profit before
Profit After

Personnel against the performance
in 2014 -15 as operations in
tax &
Tax in 2014-15

of the company.
compared to 2014-15 as
exceptional as compared

2013 -14
compared to
items in
to 2013-14

2013-14
2014-15 as

compared to

2013-14

24

Mr. Avinash
C Gupta,CMD

150%

2.68%

12.96%

21.73%

Mr. Arjun
Gupta, WTD

22%

Mr. Nakul
Gupta,WTD

22%

Mr. Sandeep
Kaumr Vij,
CFO

Mr. Ashish
Kapil, CS

(x)

The key parameters for any variable

component of remuneration availed
by the Directors.

Profit

(xi)

The ratio of the remuneration of the

highest paid Director to that of the
employees who are not Directors
but receive remuneration in excess
of the highest paid Director during
the year.

None

(xii)

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

* The Increase in Directors Remuneration is mainly because of change in relevant schedule which governs Directors
Remuneration in case of inadequate profit.

16.05%

Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
List of employees of the Company employed throughout the financial year 2014-15 and were paid
remuneration not less than ` 60 lakhs per annum:

(` in Crore)

Name
Designation
Remuneration Qualification Experience

(Years)

Joining
Age
Date

Last
Employment

Sh. Avinash
C Gupta

Since
74
Incorporation

Gannon
Dunkerley

Chairman &
1.2
Managing
Director

Bachelor of
54
Science

Notes:
1.

Shri Avinash C Gupta is related to Shri Arjun Gupta and Shri Nakul Gupta, Whole-Time Directors of Your Company.

2.

The contractual terms of Shri Avinash C Gupta are governed by the resolution passed by the shareholders in the 43rd AGM
of Your Company held on 25th September, 2014.

3.

No employee employed for the part of the year and was paid remuneration during the financial year 2014-15 at a rate
which in aggregate was not less than ` 5 lakhs per month.

4.

No employee was in receipt of remuneration which in the aggregate is in excess of that drawn by the Managing Director or
whole-time director and holds by himself or along with his/her spouse and dependent children, not less than two percent
of the equity shares of the company.

25

Annexure [C]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

ii.

The Members,
Technofab Engineering Limited
507, Eros Appt, 56 Nehru Place
New Delhi 110019

The Securities Contracts (Regulation)

Act, 1956 (SCRA) and the rules made
thereunder;

iii.

The Depositories Act, 1996 and the

Regulations and Bye -laws framed
thereunder;

iv.

Foreign Exchange Management Act,

1999 and the rules and regulations made
thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment
and External Commercial Borrowings;

v.

The following Regulations and Guidelines

prescribed under the Securities and
Exchange Board of India Act, 1992 (SEBI
Act):-

We have conducted the secretarial audit of the

compliance of applicable statutory provisions and
the adherence to good corporate practices by
Technofab Engineering Limited (hereinafter called
the company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Technofab
Engineering Limited books, papers, minute books,
forms and returns filed and other records maintained
by the company and also the information provided
by the Company, its officers, agents and authorized
representatives during the conduct of secretarial
audit, We hereby report that in our opinion, the
company has, during the audit period covering the
financial year ended on March 31, 2015 complied
with the statutory provisions listed hereunder and
also that the Company has proper Board-processes
and compliance-mechanism in place to the extent,
in the manner and subject to the reporting made
hereinafter:

26

(a) The Securities and Exchange Board

of India (Substantial Acquisition of
Shares and Takeovers) Regulations,
2011;

(b) The S ecurities and Exchange

Board of India (Prohibition of Insider
Trading) Regulations, 1992;

(c) The Securities and Exchange Board of

India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 Not applicable to the Company
during the Audit period;

We have examined the books, papers, minute

books, forms and returns filed and other records
maintained by Technofab Engineering Limited (the
Company) for the financial year ended on March
31, 2015 according to the provisions of:

(d) The S ecurities and Exchange

Board of India (Employee Stock
Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999
- Not applicable to the Company
during the Audit period;

(e) The Securities and Exchange Board

of India (Issue and Listing of Debt

i.

The Companies Act, 2013 (the Act) and

the rules made thereunder;

Securities) Regulations, 2008 - Not

applicable to the Company during
the Audit period;

(f )

(g) The Securities and Exchange Board

of India (Delisting of Equity Shares)
Regulations, 2009 - Not applicable
to the Company during the Audit
period;

(h) The Securities and Exchange Board

of India (Buyback of Securities)
Regulations, 1998 - Not applicable
to the Company during the Audit
period;

vi.

The Securities and Exchange Board

of India (Registrars to an Issue and
Share Transfer Agents) Regulations,
1993 regarding the Companies Act
and dealing with client;

There are no specific laws applicable

to Company as per the Management
representation letter.

We further report that:

The Board of Directors of the Company is duly
constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the
Board of Directors that took place during the period
under review were carried out in compliance with
the provisions of the Act.
Adequate notice is given to all directors to schedule
the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further
information and clarifications on the agenda items
before the meeting and for meaningful participation
at the meeting.
As per the minutes of the meetings duly recorded
and signed by the Chairman, the decision of the
Board were unanimous and no dissenting views
have been recorded.

We further report that as per the explanations

given to us and the representations made by the
We have also examined compliance with the Management and relied upon by us there are
adequate systems and processes in the company
applicable clauses of the following:
commensurate with the size and operations of the

(i) Secretarial Standards issued by The company to monitor and ensure compliance with
Institute of Company Secretaries of India applicable laws, rules, regulations and guidelines.
to the extent applicable to the Company
during the Audit period;
We further report that, no specific events / actions

(ii) The Listing Agreement entered into by the which have a major bearing on the companys
Company with BSE Limited and National affairs in pursuance of the above referred laws, rules,
regulations, guidelines standards etc. happened
Stock Exchange of India Limited.
during the audit period:
During the period under review and as per the
explanations and clarifications given to us and the
representations made by the Management, the
Company has generally complied with the provisions
of the Act, Rules, Regulations, Guidelines, etc.
mentioned above. However, without qualifying the
report we observed that the Company is yet to spend
any amount towards Corporate Social Responsibility.
As per the Management of the Company expenditure
under CSR has been temporarily deferred because
of tightness of cash flows and resultant stretched
liquidity.

For NARESH VERMA & ASSOCIATES

COMPANY SECRETARIES
NARESH VERMA
FCS: 5403
CP: 4424
Date: 13/08/2015
Place: Delhi
Note: This report is to be read with our letter of even
date which is annexed as Annexure- I and forms an
integral part of this report.

27

Annexure-I
To,

4.

The Members,
Technofab Engineering Limited
507, Eros Appt, 56 Nehru Place
New Delhi 110019

Where ever required, we have obtained

the management representation about the
compliance of laws, rules and regulations and
happening of events etc.

5.

The compliance of the provisions of corporate

and other applicable laws, rules, regulations,
standards is the responsibility of management.
Our examination was limited to the verification
of procedures on test basis.

6.

The Secretarial Audit report is neither an

assurance as to the future viability of the
company nor of the efficacy or effectiveness
with which the management has conducted
the affairs of the company.

Our report on even date is to be read along with

this letter.
1.

Maintenance of secretarial record is the

responsibility of the management of the
company. Our responsibility is to express an
opinion on these secretarial records based on
our audit.

2.

We have followed the audit practices and

processes as were appropriate to obtain
reasonable assurance about the correctness
of the contents of the secretarial records. The
verification was done on test basis to ensure
that correct facts are reflected in secretarial
records. We believe that processes and
practices, we followed provide a reasonable
basis for our opinion.

3.

28

We have not verified the correctness and

appropriateness of financial records and Books
of Account of the company.

For NARESH VERMA & ASSOCIATES

COMPANY SECRETARIES

NARESH VERMA
FCS- 5403; CP-4424
Date: 13/08/2015
Place: Delhi

Annexure [D]
FORM MGT 9
EXTRACT OF ANNUAL RETURN
as on the Financial Year ended 31.03.2015
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
& Administration) Rules, 2014
I.

REGISTRATION & OTHER DETAILS:

CIN

L74210DL1971PLC005712

ii

Registration Date

20th July, 1971

iii

Name of the Company

TECHNOFAB ENGINEERING LIMITED

iv

Category/Sub-category of the Company

Public Limited Company

v
Address of the Registered office & contact details

507, Eros Apartments, 56, Nehru Place, New Delhi-110019;

Tel.: +91-129-227-0202; Fax: +91-129-227-0201;
Website - www.technofabengineering.com
Email: cs@technofabengineering.com

Yes

vi

Whether listed company

vii
Name , Address & contact details of the

Registrar & Transfer Agent, if any

Link intime (India) Private Limited

44, Community Centre, 2nd Floor, Naraina Industrial Area,
Phase I, Near PVR, Naraina; New Delhi - 110028
Tel.: +91 11 4141 0592, Fax No.: +91 11 4141 0591,
Website - www.linkintime.co.in Email: delhi@linkintime.co.in

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be
stated

Sl
No.

Name & Description of

main products/services

NIC Code of the

Product /service

% to total turnover
of the company

Civil Engineering

42201, 42202, 42203,42204, 42205

100%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl
Name & Address
CIN/GIN
Holding/
% of
No
of the Company
Subsidiary/ Shares

Associate
Held

Applicable
Section of
Companies
Act, 2013

Rivu Infrastructural Developers Private Limited

175, Bangur Avenue, Block - B, Ground Floor,
Kolkata, West Bengal - 700055, India

U32109WB2005PTC101800

Subsidiary

100%

2(87)(ii)

Woodlands Instruments Private Limited

B-37, Nizamuddin East, New Delhi 110013,
India

U74220DL1996PTC078452

Subsidiary

100%

2(87)(ii)

Arihant Flour Mills Private Limited

507, Eros Apartments, 56, Nehru Place,
New Delhi 110019

U51109DL1992PTC106029

Subsidiary

100%

2(87)(ii)

29

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total Equity)
i.

Category-wise Share Holding

Category of Shareholders
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year

Demat
Physical
Total % of Total
Demat
Physical
Total % of Total

Shares
Shares
A. Promoters
1. Indian

a. Individual/HUF

b. Central Govt. or

State Govt.

c. Bodies Corporate

d. Bank/FI

e. Any other
SUB TOTAL: (A)(1)
2. Foreign

a. NRI- Individuals

b. Other Individuals

c. Bodies Corp.

d. Banks/FI

e. Any other
SUB TOTAL: (A)(2)
Total Shareholding of
Promoter
(A)= (A)(1)+(A)(2)

4728834
0

0
0

4728834
0

45.08
0

4754553
0

0
0

4754553
0

45.32
0

0.24
0

280807
0
0
50,09,641

0
0
0
0

280807
0
0
50,09,641

2.68
0
0
47.76

303473
0
0
50,58,026

0
0
0
0

303473
0
0
50,58,026

2.89
0
0
48.22

0.21
0
0
0.46

0
0
0
0
0
0
50,09,641

0
0
0
0
0
0
0

0
0
0
0
0
0
50,09,641

0
0
0
0
0
0
47.76

0
0
0
0
0
0
50,58,026

0
0
0
0
0
0
0

0
0
0
0
0
0
50,58,026

0
0
0
0
0
0
48.22

0
0
0
0
0
0
0.46

Category of Shareholders
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year

Demat
Physical
Total % of Total
Demat
Physical
Total % of Total

Shares
Shares

% change
during
the year

B. PUBLIC SHAREHOLDING
1. Institutions

a. Mutual Funds/UTI
0

b. Banks/FI
0

c. Central govt
0

d. State Govt.
0

e. Venture Capital Fund
0

f. Insurance Companies
0

g. FIIS
554873

h. Foreign Venture
0

Capital Funds

i. Others (specify)
0
SUB TOTAL: (B)(1)
554873
2. Non Institutions
a. Bodies corporates

i. Indian
2661558

ii. Overseas
0
b. Individuals

i. Individual shareholders
918606

holding nominal share

capital upto ` 1 lakhs

ii. Individuals shareholders
515669

holding nominal share

capital in excess of

` 1 lakhs
c. Others (specify)

Clearing Members
33065

Non Resident Indians
59485

Foreign Companies
737056

Trusts
40

SUB TOTAL: (B)(2)
4925479

Total Public Shareholding
5480352

(B)= (B)(1)+(B)(2)
C. Shares held by Custodian
0

for GDRs & ADRs

Grand Total (A+B+C)
10489993

30

% change
during
the year

0
0
0
0
0
0
0
0

0
0
0
0
0
0
554873
0

0
0
0
0
0
0
5.29
0

0
0
0
0
0
0
15097
0

0
0
0
0
0
0
0
0

0
0
0
0
0
0
15097
0

0
0
0
0
0
0
0.14
0

0
0
0
0
0
0
(5.15)
0

0
0

0
554873

0
5.29

0
15097

0
0

0
15097

0
0.14

0
(5.15)

0
0

2661558
0

25.37
0

2879216
0

0
0

2879216
0

27.45
0

2.08
0

07

918613

8.76

941561

11

941572

8.98

0.22

515669

4.92

471913

471913

4.50

(0.42)

0
0
0
0
07
07

33065
59485
737056
40
4925486
5480359

0.32
0.57
7.03
0.00
46.95
52.24

64243
208061
851832
40
5416866
5431963

0
0
0
0
11
11

64243
208061
851832
40
5416877
5431974

0.61
1.98
8.12
0.00
51.64
51.78

0.29
1.41
1.09
0
4.69
(0.46)

07

10490000

100.00

10489989

11

10490000

100.00

ii.

Shareholding of Promoters

Sl
Shareholders Name
Shareholding at the beginning
Shareholding at the end
No.
of the year
of the year

No. of % of total % of shares
No. of % of total % of shares

shares
shares
pledged
shares
shares
pledged

of the encumbered
of the encumbered
company
to total company
to total

shares
shares
Individuals
1
Avinash Chander Gupta
2
Meera Gupta
3
Nakul Gupta
4
Arjun Gupta
5
Gunjan Gupta
6
Sucheta Sarvadaman Nakul
Body Corporates
7
Bakool Venture Private Limited
8
Techfab Systems Private Limited
9
Techfab International Private Limited

Total

% change
in share
holding
during
the year

2299096
1502602
471264
432872
11500
11500

21.92
14.32
4.49
4.13
0.11
0.11

0
0
0
0
0
0

2299096
1528321
471264
432872
11500
11500

21.92
14.57
4.49
4.13
0.11
0.11

0
0
0
0
0
0

0
0.25
0
0
0
0

154028
78511
48268
5009641

1.47
0.75
0.46
47.76

0
0
0
0

154028
78511
70934
5058026

1.47
0.75
0.68
48.22

0
0
0
0

0
0
0.22
0.46

iii. Change in Promoters Shareholding

Sl.
Shareholders
Shareholding
Date
Increase/
Reason
Cumulative Shareholding
No. Name (Decrease)
during the year

No. of Shares
% of total
in Share
No of % of total

at the Shares of the
holding
Shares
shares

beginning
Company at
of the

01.04.2014/ the beginning
Company

end of (01.04.2014)/

the year
end of

(31.03.2015)
the year

(31.03.2015)
1
Avinash Chander
2299096
21.92

Gupta
(2299096)
(21.92)
2
Meera Gupta
1502602
14.32



(1528321)
(14.57)
3
Nakul Gupta
471264
4.49

(471264)
(4.49)
4
Arjun Gupta
432872
4.13

(432872)
(4.13)
5
Gunjan Gupta
11500
0.11

(11500)
(0.11)
6
Sucheta Sarvadaman
11500
0.11

Nakul
(11500)
(0.11)
7
Bakool Venture
154028
1.47

Private Limited
(154028)
(1.47)
8
Techfab Systems
78511
0.75

Private Limited
(78511)
(0.75)
9
Techfab International
48268
0.46

Private Limited





(70934)
(0.68)

01.04.2014
-
31.03.2015
01.04.2014
04.04.2014
7689
05.09.2014
5500
19.09.2014
12530
01.04.2014
-
31.03.2015
01.04.2014
-
31.03.2015
01.04.2014
-
31.03.2015
01.04.2014
-
31.03.2015
01.04.2014
-
31.03.2015
01.04.2014
-
31.03.2015
01.04.2014
31.10.2014
13000
14.11.2014
50
21.11.2014
3865
23.01.2015
4762
20.02.2015
989

Nil Movement
during the year

Purchase
Purchase
Purchase
Nil Movement
during the year
Nil Movement
during the year
Nil Movement
during the year
Nil Movement
during the year
Nil Movement
during the year
Nil Movement
during the year

1510291
1515791
1528321
-

14.40
14.45
14.57
-

61268
61318
65183
69945
70934

0.58
0.58
0.62
0.67
0.68

Purchase
Purchase
Purchase
Purchase
Purchase

* Based on the paid up share capital of the Company as on 31.03.2015

31

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of
GDRs & ADRs)
Sl.
Shareholders
Shareholding
Date
Increase/
Reason
Cumulative Shareholding
No. Name (Decrease)
during the year

No. of Shares
% of total
in Share
No of % of total

at the Shares of the
holding
Shares
shares

beginning
Company at
of the

01.04.2014/ the beginning
Company

end of (01.04.2014)/

the year
end of

(31.03.2015)
the year

(31.03.2015)
1

Bhavi Investments
Limited

418000
(418000)

3.98
(3.98)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Brij Real Estate And

Property Private
Limited

500000
(500000)

4.77
(4.77)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Emerging India
Focus Funds

737056
(737056)

7.03
(7.03)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Equipment
Management
Company (India)
Limited

140000
(140000)

1.33
(1.33)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Gammon India
Limited

140000
(140000)

1.33
(1.33)

01.04.2014
-
31.03.2015

Nil Movement
during the year

212944
(212944)

2.03
(2.03)

01.04.2014
-
31.03.2015

Nil Movement
during the year

350000
150995
82995
Nil

3.34
1.44
0.79
Nil

6
Karuna Rajan

7
Lotus Global
400000
3.81

Investments Ltd




(Nil)
(Nil)

01.04.2014
02.05.2014
23.05.2014
30.06.2014
04.07.2014

Mogra Investments
Pvt Ltd

320000
(320000)

3.05
(3.05)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Pragmatic Traders
Pvt Ltd

350000
(350000)

3.34
(3.34)

01.04.2014
-
31.03.2015

Nil Movement
during the year

231000
(231000)

2.20
(2.20)

01.04.2014
-
31.03.2015

Nil Movement
during the year

295000
290000

2.81
2.76

10
Ras Projects Ltd

11
Sunidhi Capital
Nil
Nil

Pvt Ltd


(290000)
(2.76)

01.04.2014
23.05.2014
21.11.2014
31.03.2015

* Based on the paid up share capital of the Company as on 31.03.2015

32

(50000)
(199005)
(68000)
(82995)

295000
(5000)

Sale
Sale
Sale
Sale

Purchase
Sale

v.

Shareholding of Directors & Key Managerial Personnel

Sl.
Name
Shareholding
Date
Increase/
Reason
Cumulative Shareholding
No. (Decrease)
during the year

No. of Shares
% of total
in Share
No of % of total

at the Shares of the
holding
Shares
shares

beginning
Company at
of the

01.04.2014/ the beginning
Company

end of (01.04.2014)/

the year
end of

(31.03.2015)
the year

(31.03.2015)
1

Avinash Chander Gupta

Chairman & Managing
Director

2299096
(2299096)

21.92
(21.92)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Nakul Gupta
Whole Time Director

471264
(471264)

4.49
(4.49)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Arjun Gupta
Whole Time Director

432872
(432872)

4.13
(4.13)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Pawan Chopra
Independent Director

400
(400)

0.004
(0.004)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Arun Mitter
Independent Director

Nil
(Nil)

Nil
(Nil)

01.04.2014
-
31.03.2015

Nil Movement
during the year

V S Mathur*
Independent Director

400
(400)

0.004
(0.004)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Anju Banerjee*
Independent Director

Nil
(Nil)

Nil
(Nil)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Sandeep Kumar Vij

Chief Financial Officer
(KMP)

Nil
(Nil)

Nil
(Nil)

01.04.2014
-
31.03.2015

Nil Movement
during the year

10

Ashish Kapil
Company Secretary
(KMP)

Nil
(Nil)

Nil
(Nil)

01.04.2014
-
31.03.2015

Nil Movement
during the year

Mr. VS Mathur resigned & Ms. Anju Banerjee appointed as Independent Director w.e.f 31.03.2015

V.

INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans
Unsecured
Deposits

excluding
Loans (PCFC +

deposits Bank Overdraft)
Indebtness at the beginning of the financial year
i. Principal Amount
80.43
0
0
ii. Interest due but not paid
0.16
0
0
iii. Interest accrued but not due
0
0
0
Total (i+ii+iii)
80.59
0
0
Change in Indebtedness during the financial year
Additions
24.50
0
0
Reduction
.20
0
0
Net Change
24.30
0
0
Indebtedness at the end of the financial year
i. Principal Amount
104.58
0
0
ii. Interest due but not paid
0.31
0
0
iii. Interest accrued but not due
0
0
0
Total (i+ii+iii)
104.89
0
0

(` in Crores)
Total
Indebtedness

80.43
0.16
0
80.59
24.50
.20
24.30
104.58
0.31
0
104.89

33

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

Remuneration to Managing Director, Whole Time Director and/or Manager:

Sl. Particulars of Remuneration

No
1. Gross salary


a.

Salary as per provisions contained in

Section 17(1) of the Income Tax. 1961.

b.


c.

(` in Crores)

Name of the MD/WTD/Manager

Amount
Mr. Avinash C
Gupta (CMD)

Total

Mr. Arjun Gupta

Mr. Nakul Gupta
(Whole Time Director) (Whole Time Director)

1.20

0.54

0.54

2.28

Value of perquisites u/s 17(2) of the

Income tax Act, 1961

Profits in lieu of salary under Section

17(3) of the Income Tax Act, 1961

2.

No. of Stock option

3.

Sweat Equity

4.

Commission

as % of profit

others (specify)

5.

Others, please specify

1.20

0.54

0.54

2.28

Total (A) (1+3+4+5)

Ceiling as per the Act*

3.6

*As per Schedule V of Companies Act, 2013

B.

Remuneration to other Directors:

(` in Crores)

Sl. Particulars of Remuneration

No.

Name of the Directors

1. Independent Directors
Mr. Pawan chopra Mr. Arun Mitter Mr. V S Mathur Ms. Anju Banerjee


a.

Fee for attending Board /

Committee meetings

b.

c.

Total (1)

2.

Other Non Executive Directors

0.04

0.04

0.04

Nil

0.12

Commission

Others, please specify

0.04

0.04

0.04

Nil

0.12

a.

Fee for attending Board/

Committee Meetings

b.

Commission

c.

Others, please specify.

Total (2)

Total (B)=(1+2)

0.04

0.04

0.04

Nil

0.12

Total Managerial Remuneration

0.12

Overall Ceiling as per the Act.

3.6

*As per Schedule V of Companies Act, 2013

34

Total
Amount

C.

Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. Particulars of Remuneration

No.
1. Gross Salary

(` in Crores)

Key Managerial Personnel

Mr. Sandeep Vij
Chief Financial Officer

Mr. Ashish Kapil

Company Secretary

Total

0.33

0.04

0.37

b. Value of perquisites u/s 17(2) of the

Income Tax Act, 1961

c. Profits in lieu of salary under Section

17(3) of the Income Tax Act, 1961

2.

No. of Stock Option

3.

Sweat Equity

4.

Commission

as % of profit

others, specify

5.

Others, please specify

Total (1+3+4+5)

0.33

0.04

a. Salary as per provisions contained in

Section 17(1) of the Income Tax Act, 1961.

0.37

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type

Section
Brief
Details of Penalty/
Authority
of the
Description
Punishment/
(RD/NCLT/
Companies
Compounding
Court)
Act
fees imposed

A.

COMPANY

Penalty

Punishment

Compounding

B.

DIRECTORS

Penalty

Punishment

Compounding

C.

OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Appeal
made if any
(give
details)

NONE

NONE

NONE

35

Annexure [E]
FORM AOC 2
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with
related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto
1.

Details of contracts or arrangements or transactions not at arms length basis:

(a)
(b)
(c)
(d)

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions
Duration of the contracts / arrangements/transactions
Salient terms of the contracts or arrangements or transactions including the value,
if any
(e) Justification for entering into such contracts or arrangements or transactions
(f ) date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed
(i) Amount paid as advances, if any
(j) Date on which (a) the special resolution was passed in general meeting as required
under first proviso to Section 188 of the Companies Act, 2013
2.

NA

Details of material contracts or arrangement or transactions at arms length basis:

(a)
(b)
(c)
(d)

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions
Duration of the contracts/arrangements/transactions
Salient terms of the contracts or arrangements or transactions including the value,
if any
(e) Date(s) of approval by the Board, if any
(f ) Amount paid as advances, if any

NIL

For and on behalf of the Board

Place: New Delhi
Date: August 13, 2015

36

Avinash C Gupta
Chairman & Managing Director

Annexure [F]
CORPORATE SOCIAL RESPONSIBILITY (CSR)
I.

Brief outline of the Companys CSR Policy:

6.

The Board of Directors approved the CSR Policy

of your Company pursuant to the provisions
of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

measures for the benefit of armed

forces veterans, war widows and their
dependents;

7.

training to promote rural sports, nationally

recognised sports, paralympic sports and
Olympic sports;

8.

contribution to the Prime Ministers

National Relief Fund or any other fund
set up by the Central Government for
socio-economic development and relief
and welfare of the Scheduled Castes, the
Scheduled Tribes, other backward classes,
minorities and women;

9.

contributions or funds provided to

technology incubators located within
academic institutions which are approved
by the Central Government;

10. Rural development projects.

Your Company has framed a CSR Policy

in compliance with the provisions of the
Companies Act, 2013 and the same is
placed on your Companys website and can
be accessed through the following link:
https://www.technofabengineering.com/main.
htm?investors

II.

The Composition of the CSR Committee:

The CSR Committee has identified the following

thrust areas around which your Company shall
be focusing its CSR initiatives and channelizing
the resources on a sustained basis:

1.

2.

eradicating hunger, poverty and malnutrition, promoting preventive health

care and sanitation and making available
safe drinking water;
promoting education, including special
education and employment enhancing
vocation skills especially among children,
women, elderly, and the differently abled
and livelihood enhancement projects;

3.

promoting gender equality, empowering

women, setting up homes and hostels for
women and orphans; setting up old age
homes, day care centres and such other
facilities for senior citizens and measures
for reducing inequalities faced by socially
and economically backward groups;

4.

ensuring environmental sustainability,

ecological balance, protection of flora
and fauna, animal welfare, agroforestry,
conservation of natural resources and
maintaining quality of soil, air and
water;

5.

protection of national heritage, art and

culture including restoration of buildings
and sites of historical importance and
works of art; setting up public libraries;
promotion and development of traditional
arts and handicrafts;

S.No. Name

Nature of Directorship

1.
Mr. Avinash C Gupta

Chairman &
Managing Director

2.

Mr. Arjun Gupta

Executive Director

3.

Mr. Nakul Gupta

Executive Director

4.

Mr. Pawan Chopra

Independent Director

5.

Ms. Anju Banerjee

Independent Director

Mr. Ashish Kapil, Company Secretary, acts as

the Secretary to the Committee.

37

III. Average Net Profit of the company for the last

3 financial years: ` 22.24 Crore
IV. Prescribed CSR expenditure (2% of this amount
as in Sr. No. 3 above): ` 44.48 Lac
V.

Details of CSR Spent during the Financial Year:

Nil

VI. Reasons for not spending the CSR amount:

in view of the tightness of cash flows and
resultant stretched liquidity, expenditure under
this head has been temporarily deferred.

38

VII. The CSR Committee confirms that the

implementation and monitoring of the CSR
Policy is in compliance with the CSR objectives
and Policy of your Company.
Avinash C Gupta
Chairman & Managing Director
Chairman CSR Committee
Place : New Delhi
Date : 13th August, 2015

REPORT ON CORPORATE GOVERNANCE

In Compliance with Clause 49 of the Listing
Agreement entered into with the stock exchange,
the Company hereby submits the report on matters
as mentioned in the said clause and corporate
governance practices followed by the Company.
I.

COMPANYS PHILOSOPHY ON CORPORATE

GOVERNANCE

TECHNOFAB ENGINEERING firmly believes that

Corporate Governance is a culture under which
an organization is nurtured and flourishes
by using its core values and the means by
which it fulfills the public trust. It is not just
a compliance with laws and ethical standards
instead it is important business investment
which is not only necessary to preserve your
Companys reputation but also crucial for
obtaining and retaining the business.

Corporate Governance rests upon the four

pillars of transparency, disclosure, monitoring
and fairness to all. At TECHNOFAB ENGINEERING,
we believe that transparent, ethical and
responsible corporate governance practices
are essential in enhancing and retaining
stakeholder trust. Corporate Governance is an
integral part of the philosophy of the Company
in its pursuit of excellence, growth and value
creation. In addition to complying with the
statutory requirements, effective governance
systems and practices towards improving
transparency, disclosures, internal controls and
promotion of ethics at work place have been
institutionalized. The Company recognizes
that good governance is a continuing exercise
and reiterates its commitment to pursue the
highest standards of Corporate Governance
in the overall interest of all its stakeholders.

II.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2015, Technofabs Board

consists of 6 Directors. Besides the Chairman,
a Executive Promoter Director, the Board
comprises of two Executive Directors, three
Non-Executive I ndependent Direc tors
(including Mrs. Anju Banerjee, a Woman
Director, appointed as an Additional Director
during the year). The composition of the
Board as on March 31, 2015 is in conformity
with Clause 49 of the Listing Agreement
enjoining specified combination of Executive
and Non-Executive Directors, with not less
than 50 percent of the Board comprising of
Non-Executive Directors and at least one-half
comprising of Independent Directors for a
Board chaired by Executive Director, as shown
in the table below:

Category

No. of Directors

Non-Executive/
Independent Director

Executive Director

Total

Directors Attendance Record and their other

Directorships/ Committee Memberships
As mandated by Clause 49, none of the Director is a
member of more than ten Board level Committees
or Chairman of more than five Committees across
companies in which he/she is a Director. Relevant
details of the Board as on March 31, 2015 are given
below:

39

 Name of
Category#
Attendance Particulars
Director

No. of Board
Meetings

Avinash C Gupta

Chairman/ED

Last AGM held

Other
Committee
Committee
on 25.09.2014 Directorships Memberships Chairmanships

Held

Attended

Yes

Nil

Nil

Nil

Arjun Gupta

ED

Yes

Nil

Nil

Nil

Nakul Gupta

ED

No

Nil

Nil

Nil

NEID

No

Nil

Nil

Pawan chopra
Arun Mitter

NEID

Yes

VS Mathur A

NEID

No

NA

NA

NA

Anju Banerjee B

NEID

NA

Nil

Nil

Nil

#
*1.
2.
A.
B.

NEID Non-Executive Independent Director; ED Executive Director

Excluding private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013.
Only two Committees viz. the Audit Committee and the Stakeholders Relationship Committee are considered.
Mr. VS Mathur resigned from the office of Director of the Company with effect from 31.03.2015.
Mrs. Anju Banerjee was appointed as an Additional Director on the Board of the Company with effect from 31.03.2015.
Mr. Avinash C Gupta is father of Mr. Arjun & Mr. Nakul Gupta. None of the other Directors is inter-se related.

Number of Board Meetings:

During the financial year ended 31st March, 2015, Six
(6) meetings of the Board of Directors were held and
the maximum time gap between two (2) meetings
did not exceed one hundred and twenty days. The
dates of the Board meetings are as under:
Date(s) on which meeting(s) were held

23rd May, 2014

08th August, 2014
29th September, 2014
14th November, 2014

11th February, 2015

31st March, 2015

Independent Directors:
Your Company has at its last Annual General
Meeting (AGM) held on 25th September, 2014,
appointed Shri Pawan Chopra, Shri Arun Mitter &
Sh. VS Mathur as Independent Directors pursuant to
Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read
with the Rules issued thereunder and Clause 49
of the Listing Agreement for the period of five (5)
consecutive years. The Independent Directors have
submitted declarations that they meet the criteria
of Independence as per the provisions of the
Companies Act, 2013 and the Listing Agreement; a
statement in this regard forms part of the Boards
Report. Further, the Independent Directors have
40

No. of other Directorships and Committee

Memberships/ Chairmanships held*

confirmed that they do not hold directorship in

more than seven listed companies. Your Company
had also issued formal appointment letters to all
the Independent Directors in the manner provided
under the Companies Act, 2013 and Clause 49 of
the Listing Agreement. letter of appointment is
available on the website of the Company and can
be accessed through the following link: http://www.
technofabengineering.com/main.htm?investors
The shareholding of the Non-Executive Directors of
the Company as on 31st March, 2015 is as follows:
Name of
Nature of
No. of
Director
Directorship
Shares

held

% of the
paid up
share
capital

Pawan Chopra

Non-Executive
Independent
Director

400

0.004

VS Mathur*

Non-Executive
Independent
Director

400

0.004

Arun Mitter

Non-Executive
Independent
Director

NIL

NIL

Anju Banerjee* Non-Executive

Independent

Director

NIL

NIL

*Mr. VS Mathur resigned & Ms. Anju Banerjee appointed as

Independent Director w.e.f 31.03.2015

Board Procedures:
The Board meets at least once in a quarter to review
financial results and operations of the Company.
In addition to the above, the Board also meets
as and when necessary to address specific issues
concerning the businesses of your Company. The
tentative annual calendar of Board Meetings for the
ensuing year is decided in advance by the Board.
The Board Meetings are governed by a structured
Agenda. The Agenda along with detailed explanatory
notes and supporting material are circulated in
advance before each meeting to all the Directors
for facilitating effective discussion and decision
making. The Board has complete access to any
information within your Company which includes
the information as specified in Annexure X to
Clause 49 of the Listing Agreement and they are
updated about their roles and responsibilities in
the Company.
Familiarization Programme for the Independent
Directors:
The Company conducts Familiarization Programme
for the Independent Directors to provide them an
opportunity to familiarize with the Company, its
management and its operations so as to gain a clear
understanding of their roles and responsibilities and
contribute significantly towards the growth of the
Company. They have full opportunity to interact with
Senior Management Personnel and are provided all
the documents required and sought by them for
enabling them to have a good understanding of the
Company, its various operations and the industry of
which it is a part.
The initiatives undertaken by the Company in this
respect has been disclosed on the website of the
Company at www.technofabengineering.com/main.
htm?investors

Company was held on 31st March, 2015, without

the attendance of Non-Independent Directors and
members of the management.
Evaluation of Board Effectiveness:
In terms of provisions of the Companies Act,
2013 read with Rules issued thereunder and
Clause 49 of the Listing Agreement, the Board of
Directors, on recommendation of the Nomination
and Remuneration Committee, have evaluated
the effectiveness of the Board. Accordingly, the
performance evaluation of the Board, each Director
and the Committees was carried out for the financial
year ended 31st March, 2015. The evaluation of
the Directors was based on various aspects which,
inter alia, included the level of participation in the
Board Meetings, understanding of their roles and
responsibilities, business of the Company along
with the environment and effectiveness of their
contribution.
III. COMMITTEES OF THE BOARD
The Board of Directors has constituted Committees
of Directors with adequate delegation of powers
to discharge urgent business of the Company.
Committee members are appointed by the Board.
The Committees meet as often as required.
Each Committee has its own charter. The Charters
of Committees set forth the purposes, goals and
responsibilities of the Committees.
The various Committees are:

1.
2.

3.

Audit Committee
Nomination & Remuneration
Committee
Stakeholder Relationship Committee

The details regarding terms of reference,

composition, quorum and other details of the
Corporate Governance Committees are as under:

Independent Directors Meeting:

A.

In accordance with the provisions of Schedule IV

(Code for Independent Directors) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement,
a meeting of the Independent Directors of the

Composition:

AUDIT COMMITTEE

The composition of the Audit Committee is in line

with the provision of Section 177 of the Companies

41

Act, 2013 and Clause 49 of the Listing agreement.

The Members of the Audit Committee are financially
literate. The Chairman of the Audit Committee
is having accounting and financial management
expertise. The committee invites Statutory Auditors,
Internal Auditors and Chief Financial Officer to
attend its meetings. The Audit Committee comprises
of the following Directors.

is in line with the provisions of Section 177 of the

Companies Act, 2013 and Clause 49 of the Listing
Agreement.
The role of the Audit Committee, inter alia, includes
the following:
1.

Oversight of the companys financial reporting

process and the disclosure of its financial
information to ensure that the financial
statement is correct, sufficient and credible;

2.

Recommendation for appointment,

remuneration and terms of appointment of
auditors of the company;

3.

Approval of payment to statutory auditors for

any other services rendered by the statutory
auditors;

4.

Reviewing, with the management, the annual

financial statements and auditors report
thereon before submission to the board for
approval, with particular reference to:

a.

During the financial year ended March 31, 2015, Four

Audit Committee meetings were held on 23.05.2014,
08.08.2014, 14.11.2014 and 11.02.2015

Matters required to be included in the

Directors Responsibility Statement to be
included in the Boards report in terms of
clause (c) of sub-section 3 of section 134
of the Companies Act, 2013

b.

Changes, if any, in accounting policies

and practices and reasons for the same

The attendance details are as under: -

c.

Major accounting entries involving

estimates based on the exercise of
judgment by management

d.

Significant adjustments made in the

financial statements arising out of audit
findings

e.

*Mr. V S Mathur Has resigned from the office of

Director w.e.f. 31.03.2015

Compliance with listing and other

legal requirements relating to financial
statements

f.

The scope of activities and terms of reference of the

Audit Committee is governed by a Charter which

Disclosure of any related par ty

transactions

g.

Qualifications in the draft audit report

The Composition of Audit Committee is as

under: 1. Mr. Arun Mitter
: Chairman,
Independent,
Non-Executive
2. Mr. Pawan Chopra : Member,
Independent,
Non-Executive
3. Ms. Anju Banerjee : Member,
Independent,
Non-Executive

4. Mr. Arjun Gupta

: Executive Director

Secretary: Mr. Ashish Kapil, Company Secretary of

the Company is the secretary of the Committee.
Meetings and Attendance:-

42

Name of the Member

Meeting details

Held

Attended

Mr. Arun Mitter

Mr. Pawan Chopra

Mr. V S Mathur*

Mr. Arjun Gupta

5.

Reviewing, with the management, the quarterly

financial statements before submission to the
board for approval;

6.

Reviewing, with the management, the

statement of uses / application of funds
raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those
stated in the offer document / prospectus
/ notice and the report submitted by the
monitoring agency monitoring the utilisation
of proceeds of a public or rights issue, and
making appropriate recommendations to the
Board to take up steps in this matter;

7.

Review and monitor the auditors independence

and performance, and effectiveness of audit
process;

8.

Approval or any subsequent modification

of transactions of the company with related
parties;

9.

Scrutiny of inter- corporate loans and

investments;

10. Valuation of undertakings or assets of the

company, wherever it is necessary;
11. Evaluation of internal financial controls and
risk management systems;
12. Reviewing, with the management, performance
of statutory and internal auditors, adequacy of
the internal control systems;
13. Reviewing the adequacy of internal audit
function, if any, including the structure of
the internal audit department, staffing and
seniority of the official heading the department,
reporting structure coverage and frequency of
internal audit;

systems of a material nature and reporting the

matter to the board;
16. Discussion with statutory auditors before the
audit commences, about the nature and scope
of audit as well as post-audit discussion to
ascertain any area of concern;
17. To look into the reasons for substantial defaults
in the payment to the depositors, debenture
holders, shareholders (in case of non-payment
of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower
mechanism;
19. Approval of appointment of CFO (i.e., the
whole-time Finance Director or any other
person heading the finance function or
discharging that function) after assessing the
qualifications, experience and background, etc.
of the candidate;
20. Carr ying out any other func tion as is
mentioned in the terms of reference of the
Audit Committee.
21. Examination of the Financial Statement and
the auditors report thereon.
22. Monitoring the end use of funds raised through
public offers and related matters.
23. Such other functions, as may be assigned by
the board of directors from time to time or
as may be stipulated under any law, rule or
regulation including listing agreement and the
companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof, for
the time being in force)
B.

N O M I N AT I O N & R E M U N E R AT I O N
COMMITTEE

14. Discussion with internal auditors of any

significant findings and follow up there on;

Composition:

15. Reviewing the findings of any internal

investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control

In Compliance with the provisions Section 178 of the

Companies Act, 2013 and Clause 49 of the Listing
Agreement your Board of Directors has reconstituted
the Remuneration Committee as Nomination and
43

Remuneration Committee consisting of following

Members
1. Mr. Pawan Chopra : Chairman,
Independent,
Non-Executive
2. Mr. Arun Mitter
: Member,
Independent,
Non-Executive
3. Ms. Anju Banerjee : Member,
Independent,
Non-Executive

and recommend to the Board their

appointment and removal;

5.

To review performance and recommend

remuneration of executive and nonexecutive directors to the board;

Meetings and Attendance:The committee met 02 (Two) times during the

period under review on August 08, 2014 and March
31, 2015. The detail of attendance of members at
the Committee Meeting is as under:

Secretary: Mr. Ashish Kapil, Company Secretary of

the Company is the secretary of the Committee.

Name of the Member

Meeting details

Held

Attended

Terms of reference

Mr. Pawan Chopra

Mr. Arun Mitter

Mr. V S Mathur*

The role of the committee shall, inter-alia, include

the following:

1.

Formulation of the criteria for determining

qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating
to the remuneration of the directors,
key managerial personnel and other
employees;

2.

Formulation of criteria for evaluation of

Independent Directors and the Board;

3.

Devising a policy on Board diversity;

4.

Identifying persons who are qualified

to become directors and who may be
appointed in senior management in
accordance with the criteria laid down,

*Mr. V S Mathur Has resigned from the office of

Director w.e.f 31.03.2015
Remuneration Policy of the Company:The Remuneration policy aims at encouraging and
rewarding good performance/contribution for the
companys objective.
DETAILS OF THE REMUNERATION PAID TO THE
DIRECTORS FOR THE YEAR 2014-15
Remuneration to Directors
The Remuneration/Sitting fees paid to the Directors
during the financial year 2014-15 are mentioned
below:
(Amount in `)

44

Sl.No.

Name of Director

1.

Mr. Avinash C Gupta

2.

Salary & Allowance Commission

Sitting Fees

Total

1,05,30,000

14,70,000

1,20,00,000

Mr. Arjun Gupta

42,12,000

12,00,000

54,12,000

3.

Mr. Nakul Gupta

42,12,000

12,00,000

54,12,000

4.

Mr. Arun Mitter

3,93,260

3,93,260

5.

Mr. Pawan Chopra

4,26,968

4,26,968

6.

Mr. V S Mathur

4,26,968

4,26,968

7.

Ms. Anju Banerjee

Criteria of making payments to Non-executive

Directors

Brief Description of Terms of Reference of

Stakeholder Relationship Committee:-

The Company considers the time and efforts put in

by the Non-Executive Directors in deliberations at
Board/Committee meetings. They are compensated
through sitting fees, as per table below, for attending
the meetings and are not entitled to any other
payments.

The Committee supervises the systems of redressal

of Investor Grievances and ensures cordial investor
relations.

Sl.No. Nature of Meeting

Sitting Fees
Payable `

The Company Secretary cum Compliance Officer

of the Company has been delegated the power
to approve transfer and transmission of physical
shares and other matters like consolidation of
certificates, issue of duplicate share certificates,
dematerialisation/ rematerialisation of shares in
stipulated period of time.

1.

Board

30,000

2.

Audit Committee

30,000

3.

Nomination &
Remuneration Committee

30,000

Meetings and Attendance:-

4.

Shareholders / Investors
Grievance Committee

30,000

During the financial year ended March 31, 2015,

no meeting of Shareholders/Investors Grievance
Committee meetings was held.

C.

STAKEHOLDER RELATIONSHIP COMMITTEE

Composition:
In Compliance with the provisions Section 178(5)
of the Companies Act, 2013 and Clause 49 of the
Listing Agreement your Board of Directors has
reconstituted the Shareholders/Investors Grievance
Committee as Stakeholder Relationship Committee
consist of following Members
1. Ms. Anju Banerjee : Chairperson,
Independent,
Non-Executive
Director
2. Mr. Arun Mitter
: Member,
Independent,
Non-Executive
Director
3. Mr. Pawan Chopra : Member,
Independent,
Non-Executive
Director
Secretary: Mr. Ashish Kapil, Company Secretary of
the Company is the secretary of the Committee.

Compliance Officer: Mr. Ashish Kapil is the Company Secretary cum

Compliance Officer of the Company appointed by
the Board. his contact details are as follows:
Technofab Engineering Limited
Plot No. 5, Sector-27C.
Mathura Road, Faridabad-121003
Ph : +91-129-2270202
Fax : +91-129-2270201
E-mail : investors@technofabengineering.com
The Company welcomes the members to make
more effective use of the electronic means to
communicate with their company for quicker
redressal of their grievances. The Company has
appointed a Share Transfer Agent, whose particulars
are given elsewhere in this report. The members
may address their queries / complaints to the above
address / phone / fax / e-mail id or to those of the
Registrars. Company also redresses shareholders
complaint coming through SEBI-SCORES mail id.
There were no Complaints received from investors/
shareholders during financial year 2014-15 apart
from non-receipt of Annual Report which has been
resolved immediately. There were no pending
complaints at the end of financial year.

45

IV. GENERAL BODY MEETINGS

Details of last three Annual General Meetings are as under:
Year
Date
Time
Venue

No. of Special
Resolutions set
out at the AGM

2011-12 September 10, 10.30 AM

2012

PHD Chamber of Commerce and

Industry, August Kranti Marg,
New Delhi-110016

2012-13 September 25, 10.30 AM

2013

India Islamic Cultural Centre,

87-88 Lodhi Road,
New Delhi-110003

2013-14 September 25, 10.30 AM

2014

India Islamic Cultural Centre,

87-88 Lodhi Road,
New Delhi-110003

Postal Ballot:

of Clause 49(V) of the Listing Agreement. The

Board of Directors of the Company formulated
a policy for determining material subsidiaries.
The said Policy has been placed on the website
of the Company and can be accessed through
the following link: www.technofabengineering.
com/main.htm?investors

No resolution was put to vote through Postal Ballot

in the last year and there is no resolution which is
required to be passed by Postal Ballot at present.

46

Nil

V.

DISCLOSURES

a.

Related Party Transactions:

c.

Non-Compliances by the Company :

The Company has not entered into any

materially significant transactions with the
related parties that may have potential conflict
with the interests of the Company at large.
Transactions with related parties are being
disclosed in the Notes to Accounts forming part
of the Annual Report and are transacted after
obtaining applicable approval(s), wherever
required. The Audit Committee and the
Board of Directors of the Company have
formulated the Policy on dealing with RPTs
and a Policy on materiality of RPTs which
is uploaded on website of the Company
and can be accessed through the following
link: www.technofabengineering.com/main.
htm?investors

During the last three years, there were

no strictures or penalties imposed on the
Company either by the Stock Exchanges or
SEBI, or any other statutory authority for noncompliance of any matter related to capital
markets.

d.

Vigil Mechanism and Whistle Blower

Policy:

The Company is committed to develop

a culture of highest standards of ethical,
moral and legal business conduct wherein
it is open for communication regarding the
Companys business practices, avenues for
employees to raise concerns about any poor
or unacceptable practice and to protect
employees from unlawful victimization,
retaliation or discrimination for their having
disclosed or reported fraud, unethical behavior,

b.

Subsidiary Companies:

Your Company does not have any material

non-listed India subsidiary company in terms

violation of Code of Conduct, questionable

accounting practices, grave misconduct etc.

e.

To enforce the above, the Company has put

in place a Whistle Blower Policy with a view to
provide opportunity to employees to raise a
concern about the serious irregularities within
the company and to provide the necessary
safeguards to these employees from unlawful
victimization.
A complaint under the policy may be made
to the designated officials and to the Audit
Committee in terms of the Policy. During the
year, no employee of the Company has been
denied access to the Audit Committee.
Details of compliance with mandatory
requirements under Clause 49 of the Listing
Agreement:
The Company has complied with the
mandatory requirements of Clause 49 of the
listing agreement and submits on quarterly/
half yearly/yearly basis the quarterly/ half
yearly/yearly reports to the concerned Stock
Exchanges.

VI. MEANS OF COMMUNICATION

com During the financial year, the Company

organized conference Calls after announcement
of Quarterly Results, which were very well
attended by the analysts, fund managers and
investors.
VII. GENERAL SHAREHOLDER INFORMATION
a.

Annual General Meeting:

The 44 th Annual General Meeting of the

Company is scheduled to be held as under :-

Date and Time : Friday, 25th September, 2015

at 10.30 AM
Venue
: Delhi Flying Club, Safdarjung
Airport, New Delhi - 110003
b.

Financial Calendar (Tentative):

The company follows financial year from April

1 to March 31. The Current financial year of the
Company is April 1, 2015 to March 31, 2016

The Quarterly/Annual results will be taken on

record by the Board of Directors as per the
following schedule:

First Quarter Results : On or before 14/08/2015

The quarterly / half-yearly results are forthwith

communicated to the Bombay Stock Exchange
Limited and the National Stock Exchange, with
whom the Company has listing arrangements,
as soon as these are approved and taken
on record by the Board of Directors of the
Company. The results are published normally
in leading newspapers, namely, Business
Standard both English and Hindi, Business Line
in English, etc., along with the official news
releases in accordance with the guidelines of
the Stock Exchanges.

Half Yearly / Second : On or before 14/11/2015

quarter Results

The results are also put- up on Companys

website www.technofabengineering.com. The
website also hosts official news release.

Name of Stock Exchange

For investors, the Company has created a separate

e-mail ID investors@technofabengineering.

Third Quarter Results : On or before 13/02/2016

Audited Annual
results for the year

: On or before 30/05/2015

c.

Date of Book Closure: - September 19,

2015 to September 25, 2015 (both days
inclusive)

d.

Listing on Stock Exchanges:

Stock Code

Bombay Stock Exchange

533216

National Stock Exchange

TECHNOFAB

e.

ISIN Number: INE509K01011

47

f.

Market Price Data & Share price performance:

Monthly High, Low during each month, in last financial year, is as below:

Month

Bombay Stock Exchange (BSE)

(In ` Per Share)

National Stock Exchange (NSE)

(In ` Per Share)

Months
High Price

Months
Low Price

Months
High Price

Months
Low Price

84
114
143
167
149.45
155
136
154.75
149.3
148
192
210

74.35
75
89
128
123.1
114.8
117.25
121.3
123.5
128.2
127.1
164.05

89
114.5
142.7
169.65
152
139
128.9
155
149.8
150
188.5
211

74
77.5
95
132
123
115.15
116
123.1
120
123.5
128
165.1

April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015

g.

48

Companys equity share price comparison with BSE Sensex and S&P CNX Nifty:

h.

Registrar and Share Transfer Agent:

Link Intimae India Private Limited is the

Registrar and Share Transfer Agent of the
Company to whom communications regarding
change of address, transfer of shares, change
of mandate etc. can be addressed as per the
details mentioned below:

Link Intime India Private Limited

44, Community Centre, 2nd Floor,
Naraina Industrial Area, Phase-I,
Near PVR,Naraina,
New Delhi-110028
+91 11 4141 0592 | Fax: +91 11 4141 0591

Detailed list of Link Intime offices is available

at their website www.linkintime.co.in

i.

Share Transfer System:

The Companys shares are traded in the Stock

Exchange compulsorily in dematerialized
mode. Physical Shares which are lodged with
the Registrar and Share Transfer Agent and/
or Company for transfer are processed and
returned to the shareholders duly transferred
within the time stipulated under the Listing
Agreement subject to documents being
found valid and complete in all respects. The
dematerialized shares are transferred directly
to the beneficiaries by the depositories.

49

j.

Distribution of shareholding as on 31st March 2015:

a)

Distribution of Shareholding as on 31st March 2015

Slab

Share Holders

No. of Shares

Number

% to total

Shares

% to total

5,475
206
102
42
18
18
18
48
5927

92.37
3.48
1.72
0.71
0.3
0.3
0.3
0.82
100

427801
161176
150576
105515
62446
83634
131976
9366876
10490000

4.08
1.54
1.43
1.01
0.60
0.80
1.26
89.29
100

No. of Shares
held
50,58,026
8,66,929
28,79,216
64,243
14,13,525
2,08,061
1,04,90,000

% of Share
holding
48.22
8.26
27.46
0.61
13.47
1.98
100

1 - 500
501 - 1,000
1,001 - 2,000
2,001 - 3,000
3,001 - 4,000
4,001 - 5,000
5,001 - 10,000
10,001 Above
Total

b)

Categories of Equity Shareholding as on 31st March, 2015

S.No. CATEGORY

1
Promoters
2
FIIs & Foreign Body Corporate
3
Corporate Bodies
4
Clearing Members
5
General Public & Trusts
6
NRIs

GRAND TOTAL

Graphic presentation of the Shareholding pattern as on 31.03.2015

50

k.

Dematerialisation of Shares and Liquidity:

The shares of the Company are compulsorily

traded in dematerialized form. All equity shares
except 11(Eleven) have been dematerialized as
on March 31, 2015. The equity shares of the
Company are actively traded at BSE & NSE.

All Board Members and Senior Management

Executives have affirmed compliance with the
Code of Conduct.

The declaration signed by the Chairman &

Managing Director affirming compliance to
the Code by the Board of Directors and the
Senior Management has been placed at the
end of Report.

l.

Outstanding GDRs/ ADRs/ Warrants or

Convertible Bonds:

No GDRs/ ADRs/Warrants or Convertible Bonds

has been issued by the Company.

VIII. CODE OF CONDUCT

The Board of Directors has laid down a Code

of Conduct, which is applicable to all Directors
and Senior Management of the Company. The
Code has also been posted on the website of
the Company.

IX. CEO/ CFO CERTIFICATION

In compliance with Clause 49(V) of the Listing

Agreement, a declaration by Chairman &
Managing Director & Chief Financial Officer has
been attached which, inter-alia, certifies to the
Board, the accuracy of Financial Statements and
the adequacy of internal controls pertaining to
Financial Reporting.

For Technofab Engineering Limited

Place: New Delhi
Date: August 13, 2015

Sd/Avinash C Gupta
Chairman & Managing Director

51

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To
The Members of
Technofab Engineering Limited
1.

2.

3.

52

We have reviewed the implementation

of the Corporate Governance procedures
by Technofab Engineering Limited (the
Company) during the year ended March
31, 2015, with the relevant records and
documents maintained by the Company,
furnished to us for our review and report on
Corporate Governance, as approved by the
Board of Directors.
The Compliance of conditions of Corporate
Governance is the responsibility of the
management. Our examination was limited
to procedures and implementation thereof,
adopted by the Company for ensuring
the compliance of the conditions of the
Corporate Governance. It is neither an audit
nor an expression of opinion on the financial
statements of the Company.
We state that no investor grievance is pending
for a period of exceeding one month against
the Company from the date of receipt of
the grievance by the Company as per the
records and other documents maintained
by the Shareholders/Investor Grievance
Committee.

4.

We further state that such compliance

is neither an assurance as to the future
validity of the Company nor the efficiency
or effectiveness with which the management
has conducted the affairs of the Company.

5.

On the basis of our review and according to

the best of our information and according to
the explanations given to us, the Company
has been complying with the conditions of
Corporate Governance, as stipulated in Clause
49 of the Listing Agreement with the Stock
Exchange(s), as in force.

For Rajesh Suresh Jain & Associates

Chartered Accountants
Sd/Rajesh Jain
Proprietor
Membership No. 98229
Place: New Delhi
Date: August 13, 2015

CMD AND CFO CERTIFICATION

The Board of Directors,
Technofab Engineering Limited
We, Avinash C Gupta, Chairman & Managing Director
and Sandeep Kumar Vij, Chief Financial Officer, of
the Company to the best of our knowledge and
belief, certify that:

(d)

We further certify that:

a)

There have been no significant changes

in the internal control over financial
reporting during this year.

these statements do not contain any

materially untrue statement or omit
any material fact or contain statements
that might be misleading;

b)

There have been no significant changes

in the accounting policies this year and
that the same have been disclosed in
the notes to the financial statements.

these statements together present a

true and fair view of the Companys
affairs and are in compliance with
existing accounting standards,
applicable laws and regulations.

c)

There have been no instances of

significant fraud of which we have
become aware and the involvement
therein, if any, of the management
or an employee having a significant
role in the Companys internal control
systems over financial reporting.

(a)

We have reviewed financial statements and

the cash flow statement for the year 2014-15
and that to the best of our knowledge and
belief:

i.

ii.

(b)

There are, to the best of our knowledge

and belief, no transactions entered into
by the Company during the year which
are fraudulent, illegal or voilative of the
Companys Code of Conduct.

(c)

have disclosed to the auditors and the Audit

Committee, deficiencies in the design or
operation of such internal controls, if any, of
which we are aware and the steps we have
taken or propose to take to rectify these
deficiencies.

We accept responsibility for establishing

and maintaining internal controls and that
we have evaluated the effectiveness of the
internal control systems of the Company
pertaining to financial reporting and we

Sd/-
Avinash C Gupta
Chairman &
Managing Director

Sd/Sandeep Kumar Vij

Chief Financial Officer

Place: New Delhi

Date: August 13, 2015

53

DECLARATION - COMPLIANCE WITH THE CODE OF CONDUCT

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, I, Avinash C Gupta,
Chairman & Managing Director of the Company, hereby declare that the Board Members and the Senior
Management Personnel have affirmed compliance with the Code of Conduct of the Company for the year
ended 31 March 2015.
For Technofab Engineering Limited
Avinash C Gupta
Chairman & Managing Director
Place : New Delhi
Date : August 13, 2015

54

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS OVERVIEW

issues, land acquisition issues or financial closure.

Our Company serves customers, domestic as well as

overseas, who operate in the following sectors

The Electrical sector continued to provide reasonable

opportunities, driven largely by Government
funding for Power Sector restructuring and drive
for providing electricity connections in rural areas
particularly for BPL households. This translated into
schemes like APDRP, RGGY etc. However even here,
caution was needed as several bidding opportunities
were accompanied by unfavourable payment terms
rendering them unattractive. The competition levels
continued to be intense and this obviously impacted
margins adversely.

Thermal Power

Nuclear Power

Water/Waste Water

Electrical

Oil & Gas

Industrial

Our business opportunities are linked with

investments taking place in these sectors.
For the fourth successive year, the investment
pipeline in our country remained severely impaired
in virtually all these sectors with the exception of
the Electrical Sector. This was compounded by a
slowdown in several ongoing projects in the power
sectors as our customers continued to faced severe
problems across their business spectrum whether
on account of raw material and environmental
Segment

Overseas the Company maintained its focus on

pursuing funded projects in sub Saharan Africa and
to a limited extent in neighbouring SARC countries.
Success levels were rather modest, in part at least
due to higher degree of competition.
REVENUE SEGMENTATION
The contribution of individual sectors as a percentage
to total revenue and its comparison with previous
years is given below:

FY 2015

FY 2014

FY 2013

FY2012

FY2011

FY2010

Conventional Power

27

33

20

25

Nuclear Power

10

27

Oil & Gas

13

23

Water & Waste

Water Treatment

38

58

40

12

12

20

Industrial &
Infrastructure Sectors

10

27

49

19

Electrical

47

24

55

The continuous churning in sector contribution

over the years is a reflection both of the degree & of
investments in each sector, as well as the Companys
deliberate efforts to maintain a market diversity
which helps cope with slowdowns in any sector.
Similarly our foreign turnover in the last few years
has been continuously varying as the data below
demonstrates :
Year

%age revenue
from overseas

2014-2015

38

2013-2014

55

2012-2013

52

2011-2012

34

2010-2011

21

2009-2010

10

2008-2009

39

ORDER BOOK
The Company received fresh orders aggregating
around ` 5.6 billion during the course of the year.
This is lower than the preceding year. There were
a total of 6 orders and the average size was the
highest ever, in line with the Companys objective
of working on fewer but larger sized projects. Of
these 3 were in the Electrical Sector, two in the
Water/Waste Water Sector and 1 in the Thermal
Power Sector. Only one of these six orders were
from overseas. The Order Backlog stands at ` 14
billion approximately and the sector wise break up
is as follows:

56

No.

Segment

1.
2.
3.

4.

5.

6.

Conventional Power
Nuclear Power
Water & Waste Water
Treatment
Electrical Distribution
and Rural Electrification
Industrial &
Infrastructure Sectors
Oil & Gas

% contribution
7
48
38
1
2

Just under 20% of order backlog is on account of

foreign orders.
BUSINESS ENVIRONMENT AND OUTLOOK
The problems besetting virtually all the sectors where
our customers operate; in particular the thermal and
nuclear power sectors and the industrial sector are
well known and dont need repetition here.
Despite absence of any signs on the ground, the
sentiment, about a year ago, had begun to improve.
One year down the line, when we objectively scan
the horizon looking for an upturn, no concrete steps
are still visible. The prevailing wisdom seems to be
that the foundations for an upturn have substantially
been laid and improvements should actually be
visible by the 3rd/4th quarters of the current fiscal
year. Any positive impact on the Companys business
performance would take one year thereafter.
The Companys order backlog, at ` 14 billion, is
reasonably healthy, thanks to the good intake of
orders in the last two years. It amounts to over
three times trailing revenue. This gives visibility
of steady increase in turnover, whilst preparing to
take advantage of the expected upturn which may
occur in FY 2017.
The Company continues to see the Water Sector as a
major contributor to its business, both domestically
and overseas. A genre of programmes like Ganga
Action Plan, Swach Bharat etc are expected
to translate into good business opportunities.
Governement has clearly indicated its intention
to have these projects under a mission mode
and hopefully the organisations and structures to
execute these projects should soon be in position.
With generous funding committed, the Company is
eagerly looking forward to these opportunities.
The Company has also begun to target opportunities
emerging out of the huge planned investment on
modernisation of the Railways, the focus being on
the Electrical side. Simultaneously the Company is
looking at opportunities in the renewable energy
and solid waste management both in India and
overseas. Internationally we remain focussed on
Sub Saharan Africa and South Asia, and while

we give highest importance to projects funded

by multilateral funding agencies, we also pursue
privately funded projects, albeit in a cautious
manner.
COMPARISON OF PERFORMANCE FOR THE
FINANCIAL YEAR ENDED MARCH 31, 2015 VIS-VIS FINANCIAL YEAR ENDED MARCH 31, 2014
Turnover: Our turnover increased by 3% from ` 4072
million in fiscal 2014 to ` 4198 million in fiscal 2015.
The increase in revenue was modest due to force
majeure in one overseas project and limitation on
customer funding on another domestic project.
During the fiscal 2015, projects in the Electrical
Sector had the highest contribution to turnover,
being ` 1930 million as against ` 786 million in the
previous year.
Other Income: Other income was ` 22 million as
against ` 40.80 million for the year ended March
31, 2014.
Expenses: Expenses on raw materials remained
virtually unchanged at ` 3 billion, whereas
expenditure on Contracts decreased by 14% from
` 582 million in fiscal 2014 to ` 502 million in fiscal
2015.Our Expenditure on employees increased by
22% from ` 288 million for the year ended March
31, 2014 to ` 353 million for the year ended March
31, 2015.
Finance Costs : Finance costs which amounted
to 119.6 million in the year ended 31 March, 2014
increased by 25% to ` 149.8 million in the year
ended 31 March, 2015. The increase was mainly
due to the need to take recourse to enhanced
bank credit to take care of delays in payment from
customers.
Profit before Taxation: Our net profit before
taxation increased by 13% to ` 122 million in fiscal
2015 from ` 108 million in fiscal 2014.
Net Profit after tax: Our net profit after tax
increased by 22 % to ` 84 million in fiscal 2015 from
` 69 million in fiscal 2014.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY
The Company management recognises the necessity,
and has had in place adequate systems of internal
controls. These aim to provide reasonable assurance
with regard to maintaining proper accounting
controls, monitoring economy and efficiency of
operations, protecting assets from unauthorised
use or losses, and ensuring reliability of financial
and operational information. During the year the
Internal audit function was vastly strengthened. It
reports to the Audit Committee of the Board and a
formal Risk Management Policy has been adopted
and put in place.
M AT E R I A L D E V E LO P M E N T S I N H U M A N
RELATIONS
There were no material developments on this
front. The Company follows a philosophy whereby
employee empowerment is a key area of focus.
The Company strongly values the individuality
of its employees, which ultimately results in a
management, operations and training philosophy
distinct from that of our competitors.
The Company has a number of ongoing initiatives
related to employee development. Apart from
various training programmes relating to the needs
of the Company, there are initiatives to identify and
groom future leaders.
As on March 31, 2015, there were around 400
employees on the roll of the Company.
CAUTIONARY STATEMENT
Statements made in this report describing the
companys objectives, projections, estimates,
expectations may be forward looking statements
within the meaning of securities laws and regulations.
Actual results could differ from those anticipated
because of changing ground realties, government
policies, economic and political developments,
market conditions etc.

57

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF
TECHNOFAB ENGINEERING LIMITED
Report on the Financial Statements
We have audited the accompanying standalone
financial statements of TECHNOFAB ENGINEERING
LIMITED (the Company), which comprise the
Balance Sheet as at March 31, 2015, the Statement of
Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting
policies and other explanatory information.
Managements Responsibility for the Standalone
Financial Statements
The Companys Board of Directors is responsible
for the matters stated in section 134(5) of the
Companies Act, 2013 ( the Act) with respect to the
preparation and presentation of these standalone
financial statements that give a true and fair view
of financial position, financial performance and
cash flow of the company in accordance with the
accounting principles generally accepted in India,
including the Accounting standards specified under
section 133 of the act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility
also includes 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 frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are
free from material misstatement , whether due to
fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these
standalone financial statements based on our audit.

58

We have taken into account the provisions of the

Act, the accounting and auditing standards and
matters which are required to be included in the
audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance
about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
the disclosures in the financial statements. The
procedures selected depend on the auditors
judgment, including the assessment of the risks of
material misstatement of the financial statements,
whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial
control relevant to the Companys preparation
of the financial statements that give a true and
fair view in order to design audit procedures
that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on
whether the Company has in place an adequate
internal financial controls system over financial
reporting and the operating effectiveness of such
controls. An audit also includes evaluating the
appropriateness of the accounting policies used
and the reasonableness of the accounting estimates
made by the Companys Directors, as well as
evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis of our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the

information required by the Act in the manner so

required and give a true and fair view in conformity
with the accounting principles generally accepted
in India, of the state of affairs of the Company as at
31st March 2015 and its profit and its cash flows for
the year ended on that date.
R e p o r t o n O t h e r Le g a l a n d R e g u l ato r y
Requirements
1.

As required by the Companies (Auditors

Report) Order, 2015 (the Order) issued by the
Central Government of India in terms of subsection (11) of section 143 of the Act, we give
in the Annexure a statement on the matters
specified in the paragraph 3 of the Order, to
the extent applicable.

2.

As required by Section 143 (3) of the Act, we

report that:

(a) we have sought and obtained all the

information and explanations which to
the best of our knowledge and belief
were necessary for the purposes of our
audit.

(d) in our opinion, the aforesaid standalone

financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations

received from the directors as on 31
March 2015 taken on record by the
Board of Directors, none of the directors
is disqualified as on 31 March 2015 from
being appointed as a director in terms of
Section 164 (2) of the Act; and

(f )

with respect to the other matters to

be included in the Auditors Report
in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of
our information and according to the
explanations given to us,

i.

(b) In our opinion proper books of account

as required by law have been kept by the
Company so far as it appears from our
examination of those books;

The Company has disclosed the

impact of pending litigations on
its financial position in its financial
statements Refer Note 2.21(a) to
the financial statements;

ii.

(c) the balance sheet, the statement of profit

and loss and the cash flow statement
dealt with by this Report are in agreement
with the books of account;

The Company did not have any longterm contracts including derivative
contracts which were any material
foreseeable losses;

iii.

There were no amounts which were

required to be transferred to the
Investor Education and Protection
Fund by the Company.

For Rajesh Suresh Jain & Associates

Chartered Accountants
Firm Reg. No.017163N

Place: New Delhi

Dated: 21/05/2015

Rajesh Jain
Partner
Mem. No. 098229

59

Annexure to the Independent Auditors Report

The Annexure referred to in our Independent
Auditors Report to the members of the Company
on the standalone financial statements for the year
ended 31 March 2015, we report that:
i)

In respect of its fixed assets:

(a) The Company has maintained proper

records showing full particulars including
quantitative details and situation of all
fixed assets.

(b) As explained to us, the fixed assets

have been physically verified by the
management during the year which, in
our opinion is reasonable having regard
to the size of the Company and nature of
its assets. No material discrepancies were
noticed on such physical verification.

ii)

In respect of its inventories:

(a) According to the information and

explanations given to us the inventories
have been physically verified by the
m a n a g e m e n t d u r i n g t h e ye a r a t
reasonable intervals.

(b) In our opinion and according to the

information and explanations given to us,
the procedures of physical verification of
inventory followed by the management
are reasonable and adequate in relation
to the size of the Company and nature of
its business.

(c) The Company has maintained the proper

records of inventories. The discrepancies
noticed on verification between the
physical verification and the book records
were not material and have been properly
dealt with in the books of accounts.

iii) (a) According to the information and

explanation given to us, the Company
has not granted any loan, secured or
unsecured to companies, firms or other

60

parties covered in the register maintained

under section 189 of the Companies Act,
2013. Accordingly, paragraphs 3(iii)(a) and
(b) of the order are not applicable.
iv) In our opinion and according to the information
and explanations given to us, there is adequate
internal control system commensurate with
the size of the Company and the nature of its
business for the purchase of inventory, fixed
assets and for the sale of goods and services.
Further, on the basis of our examination and
according to the information and explanations
given to us, we have neither come across
nor have we been informed of any instance
of major weakness in the aforesaid internal
control system.
v)

The Company has not accepted any deposits

from the public.

vi) The nature of the business activities is such

that Clause 3 (vi) of the Companies (Auditors
Report 2015) regarding maintenance of Cost
Records is not applicable to the Company.
vii) In respect of statutory dues

(a) According to the records of the Company

and information and explanations given
to us, undisputed statutory dues including
Provident Fund, Investor Education
and Protection Fund, Employee State
Insurance, Income Tax, Sales Tax, VAT,
Wealth Tax, Service Tax, Customs Duty,
Excise Duty, Cess and other statutory
dues to the extent applicable have
generally been regularly deposited with
the appropriate authorities. However,
there have been some delays in few
cases.

(b) The disputed statutory dues that have not

been deposited on account of matters
pending before different Authorities as
provided by the Company are stated
below :-

 Name of the
Nature of dues
Amount
Statute
(`)

Sales Tax Orissa

Period to
which the
amount relates

WCT Wrongly
1,355,000
2002-03
Assessed

Forum where
dispute is
pending
Before Sales Tax
TribunalOrissa

Delhi
CST Wrongly
4,356,754
2010-11

Assessed by Audit

Before Special
Commissioner II
(VAT) New Delhi

Delhi

Before Special
Commissioner II
(VAT) New Delhi

Penalty on CST
3,571,082
2010-11
Wrongly Assessed
by Audit

(c) According to the information and

explanations given to us there was
no amount which was required to be
transferred to the investor education and
protection fund in accordance with the
relevant provisions of the Companies Act,
1956 (1 of 1956) and rules thereon.

financial institutions, banks and debenture

holders.
x)

In our opinion and according to the information

and the explanations given to us, the Company
has not given any guarantee for loans taken by
others from banks or financial institutions.

viii) The Company has no accumulated losses and

has not incurred any cash losses during the
financial year covered by our audit or in the
immediate preceding financial year.

xi) According to the information and explanations

given to us, the Company has applied term
loan for the purpose for which the loan was
taken.

ix) According to the information and explanations

given to us, the Company has not made
any default during the year towards dues of

xii) According to the information and explanations

given to us, no material fraud on or by the
Company has been noticed or reported during
the course of our audit.

For Rajesh Suresh Jain & Associates

Chartered Accountants
Firm Reg. No. 017163N
Rajesh Jain
Partner
Mem. No. 098229
Place: New Delhi
Dated: 21/05/2015

61

TECHNOFAB ENGINEERING LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2015

Note
no.

As at
31/03/2015

As at
31/03/2014

EQUITY AND LIABILITIES

`
`
(1) Shareholders Funds:
(a) Share Capital
2.1
104,900,000
104,900,000
(b) Reserves and Surplus
2.2
2,073,699,463 2,178,599,463
1,989,680,178 2,094,580,178


(2) Non-Current Liabilities
(a) Long Term Borrowings
2.3(a)
68,861,133
4,828,269
(b) Deferred Tax Liabilities (Net)
2.12
24,096,627
14,262,895
(c) Other Long Term Liabilities
2.4(a)
449,580,101
211,926,808
(d) Long Term Provisions
2.5(a)
12,352,402
554,890,263
14,118,081
245,136,053


(3) Current Liabilities
(a) Short Term Borrowings
2.3(b)
976,228,759
799,677,304
(b) Trade Payables
2.4(b)
1,194,309,308
1,436,770,814
(c) Other Current Liabilities
2.4(c)
233,696,711
401,261,342
(d) Short Term Provisions
2.5(b)
37,232,494 2,441,467,272
37,888,243 2,675,597,703




Total 5,174,956,998 5,015,313,934


ASSETS
(1) Non-Current Assets
(a) Fixed assets
2.6
(i) Tangible assets
407,534,348
291,931,711
(ii) Capital WIP
-
59,128,834
(iii) Intangible assets
1,229,428
789,546
(b) Non-Current Investments
2.7(a)
90,077,520
90,077,520
(c) Long Term Loans and Advances 2.8(a)
54,195,505
60,202,286
(d) Other Non Current Assets
2.11(a)
31,710,209
584,747,010
56,632,498
558,762,395


(2) Current Assets
(a) Current Investments
2.7(b)
70,275,000
119,550,000
(b) Inventories
2.9
606,875,818
511,138,458
(c) Trade Receivables
2.10
2,672,075,471
2,725,234,104
(d) Cash and Cash Equivalents
2.11(b)
648,462,472
464,448,837
(e) Short-Term Loans and Advances 2.8(b)
592,521,227 4,590,209,988
636,180,140 4,456,551,539




Total 5,174,956,998 5,015,313,934


SIGNIFICANT ACCOUNTING POLICIES
NOTES ON ACCOUNTS
As per our report attached
Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N

62

1
2
For & on behalf of the Board

Rajesh Jain
Partner
Mem. No.098229

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Date: 21/05/2015
Place: New Delhi

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

TECHNOFAB ENGINEERING LIMITED

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Note no.

REVENUE :
Revenue from Operations

2014-2015

2013-2014

2.13

4,198,851,527

4,072,373,249

Other Income
2.14

Total Revenue

EXPENSES :

22,268,554

4,221,120,081

40,808,296
4,113,181,545

Cost of Materials Consumed

2.15

3,016,246,755

2,997,730,337

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

2.16

(58,601,929)

(153,970,678)

Expenditure on Contracts

2.17

502,656,556

582,054,475

Employee Benefit Expense

2.18

353,730,202

288,716,496

Finance Cost

2.19

149,861,895

119,631,022

Depreciation and Amortization Expense

2.6

44,733,319

63,074,213

Other Expenses
2.20

Total Expenses

Profit Before Tax

90,489,623

4,099,116,421

122,003,660

107,922,074
4,005,157,940

Current Tax

30,000,000

33,500,000

108,023,605

Tax Expense :

Deferred Tax

10,055,872

(21,088)

Wealth Tax

377,000

395,000

Tax Adjustment for Earlier Years

(2,879,900)

5,093,062

Profit after tax carried to Balance Sheet

84,450,688

69,056,631

8.05

6.58

Earning per share (`)

Basic

2.24

Diluted

2.24

Face Value of Share (`)

SIGNIFICANT ACCOUNTING POLICIES

NOTES ON ACCOUNTS

As per our report attached.

Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N

8.05

6.58

10.00

10.00

For & on behalf of the Board

Rajesh Jain
Partner
Mem. No. 098229

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Date : 21/05/2015
Place : New Delhi

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

63

TECHNOFAB ENGINEERING LIMITED

NOTE: 1 SIGNIFICANT ACCOUNTING POLICIES
FOR THE YEAR ENDED 31.03.2015

are made as the Management becomes aware

of changes in circumstances surrounding the
estimates. Changes in estimates are reflected in
the financial statements in the period in which
changes are made and, if material, their effects
are disclosed in the notes to the financial
statements.

1.1 B a s i s o f p r e p a r a t i o n o f f i n a n c i a l
statements

These financial statements are prepared in

accordance with Indian Generally Accepted
Accounting Principles (GAAP) under the
historical cost convention on the accrual basis
except for certain financial instruments which
are measured at fair values. GAAP comprises
mandatory accounting standards as prescribed
under Section 133 of the Companies Act,
2013 (Act) read with Rule 7 of the Companies
(Accounts) Rules, 2014, the provisions of the
Act (to the extent notified) and guidelines
issued by the Securities and Exchange Board
of India (SEBI). Accounting policies have been
consistently applied except where a newly
issued accounting standard is initially adopted
or a revision to an existing accounting standard
requires a change in the accounting policy
hitherto in use.

1.3 Recognition of Income/Expenditure

All expenditure and income are accounted for

on accrual basis except as otherwise stated.

Income which arises out of invoicing of

contract work and the contract costs which are
accounted on accrual basis are both credited
to income or charged to revenue as the case
may be, only after at least 10% of the total
estimated contract costs (i.e. direct and indirect
costs) are incurred (on accrual basis). Till such
time, all the costs are carried forward to the
next accounting year as Work in Progress
under Inventories and recognition of revenue
is correspondingly postponed. Direct costs
include all expenses specifically attributable
to the contract. Variation in Cost and Profit is
recognized by evaluation of the percentage of
work completed at the end of the accounting
period. The percentage of work completed is
determined by the expenditure incurred on
the job till each review date to total expected
contract costs of the job. Estimates of contract
costs are updated each year by technical
certification.

Other items of the revenue are recognized

in accordance with the Accounting Standard
(AS-9) issued by the Institute of Chartered
Accountants of India. Accordingly, wherever
there are uncertainties in the ascertainment/
realization of income, the same is not accounted
for.

1.2 Use of estimates

64

The preparation of the financial statements in

conformity with GAAP requires management
to make estimates and assumptions that affect
the reported balances of assets and liabilities
and disclosures relating to contingent liabilities
as at the date of the financial statements and
reported amounts of income and expenses
during the period. Examples of such estimates
include computation of percentage of
completion which requires the Company to
estimate the efforts or costs expended to date
as a proportion of the total efforts or costs
to be expended, future obligations under
employee retirement benefit plans, income
taxes, and the useful lives of fixed tangible
assets and intangible assets.
Accounting estimates could change from period
to period. Actual results could differ from those
estimates. Appropriate changes in estimates

1.3 Provisions and contingent liabilities

A provision is recognized if, as a result of a

past event, the Company has a present legal

obligation that can be estimated reliably, and

it is probable that an outflow of economic
benefits will be required to settle the obligation.
Provisions are determined by the best estimate
of the outflow of economic benefits required
to settle the obligation at the reporting date.
Where no reliable estimate can be made, a
disclosure is made as contingent liability. A
disclosure for a contingent liability is also made
when there is a possible obligation or a present
obligation that may, but probably will not,
require an outflow of resources. Where there
is a possible obligation or a present obligation
in respect of which the likelihood of outflow of
resources is remote, no provision or disclosure
is made.
1.4 Tangible assets and capital work-inprogress

Tangible assets are stated at cost, less

accumulated depreciation and impairment,
if any. Direct costs are capitalized until such
assets are ready for use. Capital work-inprogress comprises of the cost of fixed assets
that are not yet ready for their intended use at
the reporting date.

less diminution in value on category wise

basis.

ii)

1.9 Inventories

Inventories are valued at lower of cost or net

realizable value.

1.10 Employee Benefits

Employee Benefits are recognized/accounted

for on the basis of revised AS-15 detailed as
under:-

i)

Shor t Term Employee benefits are

recognized as expense at the undiscounted
amount in the Profit & Loss account of the
year in which they are incurred.

ii)

Employee benefits under defined

contribution plans comprise of
c o n t r i b u t i o n t o Pr o v i d e n t Fu n d .
Contributions to Provident Fund are
deposited with appropriate authorities
and charged to Profit & Loss account.

iii) Employee Benefits under defined benefit

plans comprise of gratuity and leave
encashment which are accounted for
as at the year end based on actuarial
valuation by following the Projected Unit
Credit (PUC) method. Liability for gratuity
is funded with LIC of India.

iv) Termination benefits are recognized as

an Expense as and when incurred.

v)

1.5 Intangible assets

I ntangible assets are recorded at the

consideration paid for acquisition of such
assets and are carried at cost less accumulated
amortization and impairment.

1.7 Depreciation and amortization

Depreciation on tangible assets is provided on

the straight-line method over the useful lives
of assets. The useful lives of the Assets are
taken as prescribed under Part C of Schedule
II of the Companies Act 2013. Depreciation
for assets purchased / sold during a period
is proportionately charged. Intangible assets
are amortized over their respective individual
estimated useful lives on a straight-line basis,
commencing from the date the asset is
available to the Company for its use.

1.8 Investments

i)

Current Investments are valued at cost

Investments (Long Term) are stated at

cost. Provision for diminution is made
which is other than temporary.

The actuarial gains and losses arising

during the year are recognized in the
Profit & Loss account of the year without
resorting to any amortization.

1.11 Foreign exchange transactions

Transactions denominated in foreign currencies

are normally recorded at the exchange rate
prevailing on the date of transaction.

65

Any income or expense on account of

exchange difference either on settlement or
on translation is recognized in the profit and
loss account except in cases where they relate
to acquisition of fixed assets in which they are
adjusted to the carrying cost of such assets.

Foreign Currency transactions remaining

unsettled at the year end are translated at the
year end closing rate.

of an asset exceeds its recoverable amount.

The recoverable amount is the greater of the
net selling price and value in use. In assessing
value in use, the estimated future cash flows
are discounted to their present value based on
an appropriate discount factor.

1.12 Taxes on Income

Tax expenses comprise current tax, deferred

tax & wealth tax. Current tax is determined
as the amount of tax payable in respect of
taxable income for the period. Deferred tax
is recognized, subject to the consideration
of prudence in respect of deferred tax assets,
on timing differences, being the difference
between taxable income and accounting
income that originate in one period and are
capable of reversal in one or more subsequent
periods.

1.13 Impairment of Fixed Assets

Consideration is given at each balance sheet

date to determine whether there is any
indication of impairment of the carrying
amount of the Companys fixed assets. If
any indication exists, an assets recoverable
amount is estimated. An impairment loss is
recognized whenever the carrying amount

Reversal of impairment losses recognized

in prior years is recorded when there is
an indication that the impairment losses
recognized for the asset no longer exist or
have decreased. However, the increase in
carrying amount of an asset due to reversal
of an impairment loss is recognized to the
extent it does not exceed the carrying amount
that would have been determined (net of
depreciation) had no impairment loss been
recognized for the assets in prior years.

1.14 Contingencies

The Company creates a provision when there

is present obligation as a result of a past event
that probably requires an outflow of resources
and a reliable estimate can be made of the
amount of the obligation. A disclosure for a
contingent liability is made when there is a
possible obligation or a present obligation
that may, but probably will not, require an
outflow of resources. When there is a possible
obligation or a present obligation in respect of
which the likelihood of outflow of resources is
remote, no provision or disclosure is made.

Certified in terms of our report attached.

For Rajesh Suresh Jain & Associates
Chartered Accountant
Firm Reg. No.017163N

66

For and on behalf of the Board

Rajesh Jain
Partner
Mem. No. 098229

Avinash C Gupta
Managing Director
DIN 00012077

Arjun Gupta
Director
DIN-00012092

Place: New Delhi

Dated: 21/05/2015

Sandeep Kumar Vij

Chief Financial Officer
Mem. No. 076443

Ashish Kapil
Company Secretary
Mem. No A31782

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015
NOTE : 2 NOTES ON ACCOUNTS

2.1 Share Capital

As At
31/03/2015

Authorised Capital

1,50,00,000 (Previous Year 1,50,00,000)

Equity shares of ` 10/- each

Issued, Subscribed & Paid up

1,04,90,000 (Previous Year 1,04,90,000)

Equity shares of ` 10/- each fully paid up


Total

`
150,000,000

`
150,000,000

104,900,000

104,900,000

104,900,000

104,900,000

Note : (i) Reconcilation of the number of shares outstanding at the beginning and at the end of the reporting period.

Particulars


Shares at the beginning of the year


Shares at the end of the year

As At
31/03/2015

As At
31/03/2014

No. of shares

Amount in `

No. of shares

Amount in `

10490000

10490000

104,900,000

104,900,000

10490000

10490000

104,900,000
104,900,000

(ii) List of share holders holding more then 5% of the total shares of the Company.

Name of the shares holders

2.2

As At
31/03/2014

Avinash Chander Gupta

Meera Gupta
Emerging India Focus Fund

As At
31/03/2015
No. of shares

% of holding

No. of shares

% of holding

2299096
1528321
752153

21.92
14.57
7.17

2299096
1502602
752153

21.92
14.32
7.17

701,942,133

701,942,133

Reserves and Surplus

(i)
Securities Premium Reserve

(ii) General Reserve

Add : Fixed Asset & Deferred Tax

Liability Adjustment

Add : Transfer from Profit & Loss A/c

As At
31/03/2014

701,225,461

681,225,461

(431,403)
20,000,000
720,794,058

20,000,000

701,225,461

(iii) Surplus
586,512,584
537,455,953

Add : Profit after tax for the year
84,450,688
69,056,631

Less : Transfer to General Reserve
20,000,000
650,963,272
20,000,000
586,512,584






Total 2,073,699,463 1,989,680,178

67

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

2.3 (a) Long-term borrowings (Secured)


Term Loans

(i)
From Banks

Vehicle Loans*

Equipment Loans**

(ii) From Other Parties

Equipment Loans*


Total

As At
31/03/2015
`

6,884,672
61,790,979
185,482

68,861,133

As At
31/03/2014
`
3,892,340
935,929
4,828,269

Note: * Secured by hypothecation of the asset purchased under various financing scheme and repayment terms of
term loans ` 3,816,118 payable within one years, ` 28,385,161 payable one to three and ` 40,475,972 payble
after three years.

** ECB Loan of USD 990,000/- is secured against hypothecation of plant and machinery purchased for
International Projects.

(b) Short-term borrowings (Secured)

(i)
From Banks

Working Capital**


Total

976,228,759

976,228,759

799,677,304
799,677,304

Note: ** Loan from Banks (working capital facilities) are secured against tangible movable assets including stock,
stores and book debts of the Company and against equitable mortgage of the Companys immovable properties
comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and
fittings erected or installed at factory land and building and personal guarantees of three Directors.

2.4 (a) Other Long Term Liabilities

Others Payables

(i)
Vehicle Security

(ii) Advance from Customers

Total


(b) Current Liabilities

Trade Payables

303,364
449,276,737

449,580,101

1,926,808
210,000,000
211,926,808

1,194,309,308
1,436,770,814

Total
1,194,309,308

1,436,770,814

(c) Other Current Liabilities

(i)
Other Payable
115,243,829
124,474,683

(ii) Advance from Customers
114,578,248
275,321,529

(iii) Unpaid Dividends
58,516
60,141

(vi) Current Maturity of Long

Term Borrowings

(a) Vehicle Loans*
2,155,158
865,019

(b)
Equipment
Loans*
1,660,960
233,696,711
539,970
401,261,342



Total
233,696,711
401,261,342


2.5 Provisions

(a) Long Term Provisions

(i)
Gratuity
4,599,710
4,886,002

(ii) Leave Encashment
2,866,580
3,675,881

(iii) Diminution in Value of Investments
4,886,112
12,352,402
5,556,198



Total
12,352,402

14,118,081

30,000,000
377,000
4,942,549
1,912,945

33,500,000
395,000
2,715,957
1,277,286

(b) Short Term Provisions

(i)
Income Tax

(ii) Wealth Tax

(iii) Gratuity

(iv)
Leave Encashment


Total

68

37,232,494

14,118,081

37,888,243

69

Plot (HSIDC - IMT FBD)

Building

Barge

Purely Temp. Construction

Plant & Machinery

Furniture & Fixture

Office Equipment

Vehicles

Computers

Total

Total (a+b+c)

Previous Year

(c) Intangible Assets

Computers Software

(b) Capital WIP

Factory Land

(a) Tangible Assets

330,953,572

462,905,253

802,742

59,128,834

402,973,677

18,842,385

63,435,981

3,894,527

3,213,848

144,475,214

63,453,611

55,835,588

24,969,411

24,853,112

182,423,200

205,268,180

807,438

13,580,709

190,880,033

2,914,171

13,800,597

603,368

605,697

60,815,838

27,670,819

84,469,543

`
-

50,471,519

118,441,001

72,709,543

45,731,458

9,444,035

5,637,073

605,352

86,265

4,989,322

24,969,411

462,905,253

549,732,432

1,610,180

548,122,252

12,312,521

71,599,505

3,892,543

3,733,280

200,301,730

91,124,430

84,469,543

55,835,588

24,853,112

61,683,901

111,055,162

13,196

111,041,966

9,100,122

13,368,735

537,336

723,115

19,912,128

58,786,520

8,614,010

63,074,214

44,733,320

367,556

44,365,764

4,632,679

8,335,290

1,240,834

423,862

16,542,164

9,075,640

2,220,091

1,895,204

13,702,953

14,819,826

14,819,826

6,774,065

2,466,151

445,107

21,253

2,435,183

2,678,067

Sale/
Adjustment
during
the year

DEPRECIATION

Sales/
Total
Upto
For the
Adjustment
as on
01/04/2014
year
during
31/03/2015
Ended
the year

GROSS BLOCK

Description
As on
Addition

01/04/2014
During

the year

2.6 Fixed Assets

111,055,162

140,968,656

380,752

140,587,904

6,958,736

19,237,874

1,333,063

1,125,724

34,019,109

65,184,093

2,220,091

10,509,214

Total
upto
31/03/2015

351,850,091

408,763,776

1,229,428

407,534,348

5,353,785

52,361,631

2,559,480

2,607,556

166,282,621

25,940,337

82,249,452

45,326,374

24,853,112

269,269,671

351,850,091

789,546

59,128,834

291,931,711

9,742,263

50,067,246

3,357,191

2,490,733

124,563,086

4,667,091

47,221,578

24,969,411

24,853,112

As on
31/03/2014

Net Block
As on
31/03/2015

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

TECHNOFAB ENGINEERING LIMITED

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015
2.7 Investments


Particulars
Face Value Qty. in nos.


(a) Non-current Investment-Non Trade

(Long Term Investments at cost)

(I) Equity Shares, Fully Paid up (quoted)

Ahluwalia Contracts Ltd.
2
100

C & C Construction Ltd.
10
100

Hind Dorr-Oliver Ltd.
2
74037

Hindustan Construction Ltd.
1
100

IVRCL Infrastructure Ltd.
2
100

Larsen & Toubro Ltd.
2
150

Nagarjuna Construction Ltd.
2
100

Patel Engineering Ltd.
1
100

Shriram EPC Ltd.
10
200

Unitech Ltd.
2
2000


Total (I)


(II) Unquoted Equity shares, Fully Paid up

Hydro Air Tectonics (PCD) Ltd.
10
390000


Total (II)


(III) In wholly owned subsidiary company

Unquoted, fully paid up equity shares (Trade)

Rivu Infrastructral Developers Pvt. Ltd.
10
100000

Woodlands Instruments Pvt. Ltd.
10
473000

Arihant Flour Mills Pvt. Ltd.
100
58228


Total (III)



TOTAL (Non-current Investments)


(b) Current Investments (other than trade)

Unquoted, Fully Paid up units of mutual fund

BOI Axa Equity Debt Rebancer Fund
10
499990

Sundaram Flexible Fund - Short Term Plan
10
1317618

IDFC Dynamic Bond Fund
10
3074073


TOTAL (Current Investments)



GRAND TOTAL (a+b)

70

2
3

As at
31/03/2015 Qty. in nos.

As at
31/03/2014

11,820
100
15,002
100
6,069,017
74037
3,434
100
6,718
100
152,745
150
9,900
100
15,658
100
29,751
200
70,715
2000

6,384,760

15,639,000
390000

15,639,000

501,250
100000
7,516,670
473000
60,035,840
58228

68,053,760


90,077,520

5,000,000
499990
24,275,000
2635236
41,000,000
4722280

70,275,000


160,352,520

11,820
15,002
6,069,017
3,434
6,718
152,745
9,900
15,658
29,751
70,715
6,384,760
15,639,000
15,639,000

501,250
7,516,670
60,035,840
68,053,760
90,077,520

5,000,000
48,550,000
66,000,000
119,550,000
209,627,520

Cost of Quoted Investment ` 6,384,760 (Previous Year ` 6,384,760). Market Value ` 1,498,648 (Previous Year ` 828,562) as on
31/03/2015.
Cost of Unquoted Investment other than Mutual fund units ` 15,639,000 (Previous Year ` 15,639,000 ) as on 31/03/2015.
Cost of Unquoted Investment in Mutual Fund ` 70,275,000 (Previous Year ` 119,550,000). Net Market Value ` 87,320,022 (Previous
Year ` 127,079,213 ) as on 31/03/2015.

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015


2.8 (a) Long term Loans and Advances

(Unsecured, Considered good)

Capital Advance

Deposits

Prepaid Expenses

Advance to Subsidiaries

Total

(b) Short term Loans and Advances

(Unsecured, Considered good)

Recoverable from Revenue Authorities

Deposits

Prepaid Expenses

Advance for supply of raw materials & Others

Advance to Subsidiaries

Advance to employee

Total

2.9 Inventories :

(As taken, valued and certified by the Management)

Raw Material

Work in Progress

Stores & Spares

Total

2.10 Trade Receivables #

Unsecured, Considered Good

Outstanding exceeding six months

Others

Total

Note : # Trade receivables including Retention Money

2.11 (a)

Other Non Current Assets

Balance with Banks
Fixed deposits having remaining maturity of more than 12 months
(including interest accrued)

Total

2.11(b)

Cash and Cash Equivalents

Balance with Banks
in Current Account with Scheduled Banks
Fixed deposits having remaining maturity of 3 months or less
(including interest accrued)
in Current Account with Foreign Banks
Cash on Hand

Other Bank Balances

Fixed deposits having remaining maturity of more than 3 months
but not more than 12 months (including interest accrued)

Total

As At
31/03/2015

As At
31/03/2014

7,381,875
14,311,748
9,275,067
23,226,815

16,114,728
12,488,524
6,599,034
25,000,000

54,195,505

60,202,286

206,691,384
4,272,298
36,157,786
315,555,766
9,428,709
20,415,284

270,152,123
13,708,772
49,309,856
270,751,633
7,964,773
24,292,983

592,521,227

636,180,140

53,431,256
315,253,716
238,190,846

89,450,272
220,632,771
201,055,415

606,875,818

511,138,458

913,016,535
1,759,058,936

656,819,528
2,068,414,576

2,672,075,471

2,725,234,104

31,710,209

56,632,498

31,710,209

56,632,498

41,981,540
311,726,162

17,813,583
75,538,732

4,551,248
8,783,778

14,299,891
8,899,419

281,419,744

347,897,212

648,462,472

464,448,837

Note: (a) The Current Accounts balance with Scheduled Banks includes amount of ` 58,516 (Previous Year ` 60,141) earmarked
for payment of unpaid dividend.

(b) Fixed Deposited/cash margin with banks amount to ` 289,953,641 (Previous year ` 288,012,917) are under lien with
banks as per banking arrangements.

71

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015


2.12 Deferred tax Liability comprised of the following: -
Liability

Fixed Assets
Assets
Expenses allowable under Income Tax Act on payment basis

Net Deferred Tax Liability

Note :

2.13 Revenue from Operations

(i) Sales

(ii) Other Operating Income

Total

2.14 Other Income

(i) Interest from Others

(ii) Dividend Income

(a) From long term Investments

(b) From short term Investments

(iii) Profit on sale of Investments (net)

(a) From long term Investments

(b) From short term Investments

(iv) Exchange Rate Variation (Net)*

(v) Diminution in Value of Investments**

As At
31/03/2014

28,964,601

18,530,382

4,867,974

4,267,487

24,096,627

14,262,895

Deferred Tax Liability for the year ended March 31, 2015 has been provided on the estimated tax computation
for the year.

As At
31/03/2015

Total

31/03/2015

31/03/2014

4,194,395,645
4,455,882

4,063,105,493
9,267,756

4,198,851,527

4,072,373,249

8,502,426

8,651,770

2,138
-

1,850
-

3,345,036
-
9,748,868
670,086

28,456,494
3,698,182
-

22,268,554

40,808,296

Note : * In accordance with Accounting Standard 11(Revised) the net exchange Profit is shown in Other Income
` 9,748,868/- (Previous Year Loss of ` 28,484,155 is shown in Other Expenses)
** Diminution value of Investment Profit is shown in Other Income ` 670,086/- (Previous Year Loss of ` 5,556,198/is shown in Other Expenses)
2.15 Cost of Materials Consumed
2.16 (Increase) / Decrease in Raw Material & Work in progress

(a) Opening Stock

Raw Material

Work-in-Progress

Total a

(b) Closing Stock

Raw Material

Work-in-Progress

2,997,730,337

89,450,272
220,632,771

65,096,772
91,015,593

310,083,043

156,112,365

53,431,256
315,253,716

89,450,272
220,632,771

Total b

368,684,972

310,083,043

Total (a-b)

(58,601,929)

(153,970,678)

72

3,016,246,755

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

2.17 Expenditure on Contracts

(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Power & Fuel

Inspection & Testing
Repairs & Maintenance
Freight, Forwarding & Clearing
Rent, Rates & Taxes
Insurance
Other Site Expenses

Total

2.18

Employee Benefit Expense

(i)
Salaries, Wages, Bonus, Allowances etc.
(ii) Contributions to Provident Fund, ESI & Others
(iii) Staff Welfare

Total

2.19 Finance Cost

(i)
Bank Charges

(ii) Interest Cost

Less:
(iii) Interest Income on FDRs

(Tax Deducted at Source Current Year ` 4,188,522

Previous Year ` 3,496,049)

Total

2.20

Other Expenses
(i)
Power & Fuel
(ii) Repairs to Building
(iii) Repairs to Machinery
(iv) Repairs to Others
(v) Insurance
(vi) Rates & Taxes
(vii) Exchange Rate Variation (Net)
(viii) Auditors Remuneration
(ix) Miscellaneous Expenditure
(x) Directors Sitting Fees
(xi) Legal & Professional
(xii) Rent & Hire Charges
(xiii) Communication Charges
(xiv) Printing & Stationary
(xv) Travelling & Conveyance
(xvi) Vehicle Running & Maintainance Charges
(xvii) Loss on Sale of Assets (Net)
(xviii) Diminution in Value of Investments

Total

31/03/2015

31/03/2014

50,971,344
15,735,526
37,497,914
124,613,578
106,815,042
17,804,244
149,218,908

76,732,504
34,800,622
40,159,519
130,485,026
134,474,490
22,709,891
142,692,423

502,656,556

582,054,475

315,418,265
22,278,239
16,033,698

259,717,111
16,899,727
12,099,658

353,730,202

288,716,496

80,014,812
111,793,002

61,465,494
93,133,961

191,807,814

154,599,455

41,945,919

34,968,433

149,861,895

119,631,022

4,276,718
822,213
473,416
5,339,317
1,299,221
5,980,496

98,873
4,721,235
1,247,196
18,164,322
1,625,006
4,585,789
3,412,642
34,254,333
218,904
3,969,942
-

3,763,813
182,072
177,826
3,591,773
1,429,480
1,380,836
28,484,155
94,382
4,192,049
741,576
14,981,758
3,110,224
4,580,802
3,137,345
23,725,344
209,185
8,583,256
5,556,198

90,489,623

107,922,074

73

TECHNOFAB ENGINEERING LIMITED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS
FOR THE YEAR ENDED 31/03/2015
2.21 Contingent Liability

a.

Claims against the Company not acknowledged as debt (net) amount to ` 15,538,070 (Previous
year ` 15,538,070).

b.

The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of
the Company outstanding at the end of the year amounted to ` 6,048,486,719 (Previous year
` 5,760,258,344).

c.

In respect of demand against Sales Tax amounting to ` 9,282,836 (Previous year ` 9,282,836)
raised by the authorities, appeals are pending before the authorities.

d.

Capital commitment (Net of advances) ` 31,167,051 (Previous year ` 29,113,788).

2.22 Fixed Deposits/cash margin with banks amount to ` 289,953,641 (Previous year ` 288,012,917) are
under lien with banks as per banking arrangements.
2.23 Auditors Remuneration consist of Audit Fees of ` 53,371 (Previous Year ` 50,562) and ` 45,502
(Previous Year ` 43,820) for other services.
2.24 Earning per share:

Particulars

As on 31/03/2015

As on 31/03/2014

84,450,688
10,490,000

69,056,631
10,490,000

8.05
10,490,000

6.58
10,490,000

8.05

6.58

Profit for the year after Tax

Weighted average no. of equity Shares of
` 10/- each for Basic EPS
Basic Earning per Share
Weighted average no. of equity Shares of
` 10/- each for Diluted EPS
Diluted Earning per Share

2.25 There is no separate reportable segment as per accounting standard AS-17.

2.26 Related Party Transactions:

(1) Names of Related Parties

74

(A) Key Management Person / Control

Whole time director

(a) Avinash C. Gupta (Whole Time Director)

(b) Arjun Gupta (Whole Time Director)
(c) Nakul Gupta (Whole Time Director)

Non whole-time-directors

(a) Arun Mittar (Independent Director Non Executive)

(b) Pawan Chopra (Independent Director Non Executive)

(B) Executive Officers

Techfab International Pvt. Ltd.

Techfab Systems Pvt. Ltd.
Bakool Venture Pvt. Ltd.
JoyLuck Venture India Pvt. Ltd.
Chasha Lands Pvt. Ltd.
Torno Infrastructure Pvt. Ltd.
Wrap Art & Design Private Limited

(a) Meera Gupta

(b) Gunjan Gupta
(c) Sucheta Sarvadaman Nakul

(E) Wholly owned Subsidiary Company

(a)
(b)
(c)
(d)
(e)
(f )
(g)

(D) Relatives of Key managerial Person

(a) Sandeep Kumar Vij (Chief Financial Officer)

(b) Ashish Kapil (Company Secretary)

(C) Enterprises under Common Control / enterprises where persons described in A above
is able to exercise significant influence.

(c) V. S. Mathur (Independent Director Non Executive)

(d) Anju Banerjee (Independent Director Non Executive)

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.
(c) Arihant Flour Mills Pvt. Ltd.

(2) Transaction with related parties as defined in (1) above:-

Sr. Particulars
No.
1
Loan / Security / Advance given

2
Remuneration Paid

3
Sitting Fees Paid

4
Reimbursement of Expenses

5
Dividend Paid

6
Legal & Professional Charges

7
Outstanding Balance as on 31.03.2015

Receivable in respect of advance to

subsidiaries & other related parties

Payable in

respect of remuneration & commission

(A)

(B)

Amount in `
(C)

(D)

(E)

NIL
NIL
NIL
NIL
(-)18,98,000*
(3,735,000)
(NIL)
(NIL)
(NIL)
(2,551,374)
22,824,000 3,664,094
NIL
NIL
NIL
(13,692,000) (3,034,377)
(NIL)
(NIL)
(NIL)
1,247,196
NIL
NIL
NIL
NIL
(741,576)
(NIL)
(NIL)
(NIL)
(NIL)
NIL
NIL
269,335
NIL
15,88,751
(NIL)
(NIL)
(382,755)
(NIL)
(NIL)
NIL
NIL
NIL
NIL
NIL
(7,983,033)
(NIL)
(702,018) (3,753,598)
(NIL)
NIL
NIL
NIL
NIL
NIL
(NIL)
(NIL)
(NIL)
(NIL)
(188,088)
NIL
NIL
(3,735,000)
(NIL)
8,655,022
243,557
(4,165,840) (236,248)

NIL
(NIL)
NIL
(NIL)

NIL
(NIL)
NIL
(NIL)

32,655,524
(32,964,773)
NIL
(NIL)

Figures within brackets are in respect of previous year.

*In respect of advance given received back during the year.

75

2.27 Expenditure and earning in foreign currency:

Particulars

As on 31/03/2015

As on 31/03/2014

Travelling Expenses
Tender Expenses
Expenditure on Contract
Material
Service Charges
Purchase of Fixed Assets
FOB Value of Net Exports

12,971,714
253,800
835,114,726
258,682,128
61,606,593
20,937,000
1,648,992,167

10,232,727
323,796
1,002,412,735
439,820,489
68,098,471
21,826,374
1,822,885,353

2.28 The nature of business of the Company is such that it is not practicable to give quantitative
information.
2.29 Turnover is net of Procurement and other related charges.
2.30 Balance with Foreign banks :

As on 31/03/2015

As on 31/03/2014

Name of Banks
Outstanding
Maximum
Outstanding
Maximum

Balance
balance during
Balance
balance during

the year
the year

Prudential Bank Ltd. - Ghana

Bank of Abyssinia - Ethiopia
First Merchant Bank - Malawi
Standard Bank S.A. (MZN) - Mozambique
Standard Bank S.A. (USD) - Mozambique
International Bank (USD)-Liberia
Equity Bank Isiolo -Kenya
CRDB BANK (TZS) (Bukoba) - Tanzania
CRDB BANK (TZS) (Sumbawanga)
- Tanzania
CRDB BANK (USD) (Bukoba) - Tanzania
CRDB BANK (USD) (Sumbawanga)
Tanzania
ECO BANK (USD) (HARARE) ZIMBABWE

1,480,625.14
1,151,443.26
-
1,114.71
284.89
20,756.73
15,763.95
1,032,708.16
106,451.54

8,690,590
(3,117.78)
1,170,697
665,433.12
-
-
59,560
14,758.72
1,172,242
402,677.93
11,301,437 11,301,436.75
1,958,604
202,052.72
11,800,908
5,162.67
7,135,534.43 1,696,823.88

8,827,104
17,967,080
797,940
8,924,307
14,747,933
11,941,489
5,843,594
4,674,296
7,568,538

486,977.01
10,036.74

9,254,018
6,765,532

6,554.94
8,108.10

7,573,366
9,007,860

245,086.23

29,311,667

2.31 Disclosure pursuant to Accounting Standard 15:

(a) Defined Contribution Plan :

76

Amount recognized as expense for defined contribution plans are as under : -

Particulars

Amount in
`

Head under which shown in

Profit & Loss Account

Contribution to Provident Fund

5,344,889
(5,322,896)

Contribution to Provident Fund

(b) Defined Benefit Plan :

Movement in net liability:-

Gratuity
(Funded)

Particulars

Present value of obligations as at

the beginning of the year (A)

Adjustment for increase (decrease)

in opening obligation (B)

Leave Encashment
(Unfunded)

Current
Year

Previous
Year

Current
Year

Previous
Year

12,196,848

13,147,117

4,953,167

4,517,105

NIL

NIL

NIL

NIL

Interest Cost (C)

952,574

1,183,241

386,842

406,539

Past service cost

NIL

NIL

NIL

NIL

Current service cost (D)

2,065,486

1,972,277

860,529

1,276,217

Benefits paid (E)

(1,107,387)

(2,602,661)

(965,894)

(818,133)

Actuarial (gain) / loss on

obligation (F)

891,262

(1,503,126)

(455,119)

(428,561)

Present value of obligations

as at the end of year
(A+B+C+D-E+F)

14,998,783

12,196,848

4,779,525

4,953,167

(c) The amounts recognized in the Balance Sheet and Profit & loss account are as follows :-

Gratuity
(Funded)

Particulars

Present value of obligation (A)

Estimated fair value of plan

assets (B)

Net Liability (A)-(B)

Amounts in the Balance Sheet

Liabilities

Amount charged to Profit &

Loss Account

Current Service Cost

Past service cost

Interest Cost

Expected return on plan assets

Actuarial (Gain)/Loss

Head under which shown in the

Profit & Loss account

Leave Encashment
(Unfunded)

Current
Year

Previous
Year

Current
Year

Previous
Year

14,998,783

12,196,848

4,779,525

4,953,167

5,456,524

4,594,889

NIL

NIL

9,542,259

7,601,959

4,779,525

4,953,167

9,542,259

7,601,959

4,779,525

4,953,167

2,065,486

1,972,277

860,529

1,276,217

NIL

NIL

NIL

NIL

952,574

1,183,241

386,842

406,539

(402,053)

(422,173)

NIL

NIL

797,802

(1,558,635)

(455,119)

(428,561)

3,413,809

1,174,710

792,252

1,254,195

Salaries, Wages,
Gratuity, Bonus,
Allowances etc.

Salaries, Wages,
Gratuity, Bonus,
Allowances etc.
77

d)

Changes in the fair value of plan assets

Amount in `

S.No.

Particulars

A
B
C
D
E
F
G

Fair value of plan assets at the beginning of the period

Acquisition adjustment
Expected return on plan assets
Contributions
Benefits paid
Actuarial gain/(loss) on plan assets
Fair value of plan assets at the end of the period

31/03/2015

31/03/2014

4,594,889
NIL
402,053
1,473,509
(1,107,387)
93,460
5,456,524

4,690,816
NIL
422,173
1,860,337
(2,433,946)
55,509
4,594,889

2.32 Trade Payables :

(a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous
year Nil) due to Small Scale Industrial Undertakings.

(b) The Company has not received any information from suppliers regarding their status under
the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information
available with the Company, the Company does not owe any sum including interest required
to be disclosed under the said Act.

2.33 Un-hedged position of Foreign Exchange:

Particulars

78

As At 31/03/2015
Amount
Amount
(in Foreign
(`)
Currency)

As At 31/03/2014
Amount
(in Foreign
Currency)

- In Respect of receivables

USD
14,905,233
929,192,236
21,309,941
EURO
1,421,085
95,170,091
775,148
ETB -(Ethiopian Birr)
1,433,671
4,372,695
1,210,711
GHS -(Ghanian Cedi)
663,415
10,800,390
300,493
KSH -(Kenya Shilling)
35,671,051
24,077,960
72,049,817
FJD -(Fiji Dollar)
19,957
603,902
1,267,975
MZN -(Mozambican Metical)
14,176,800
23,958,792
-
TZS -(Tanzanian Shilling)
3,266,425,121
109,869,664
3,481,219,065
TOTAL 1,198,045,731
- In Respect of Payables
USD
8,955,193
558,266,732
8,223,554
EURO
2,765,585
185,211,238
3,607,705
GHS -(Ghanian Cedi)
2,190,964
35,668,887
272,455
ETB -(Ethiopian Birr)
812,512
2,478,162
1,125,261
KSH -(Kenya Shilling)
17,668,346
11,926,133
55,766,677
FJD -(Fiji Dollar)
3,456
104,588
268,927
MZN -(Mozambican Metical
704,340
1,190,335
3,098,662
TZS -(Tanzanian Shilling)
804,089,665
27,046,406
297,159,452
TOTAL
821,892,480

Amount
(`)

1,279,875,045
64,127,978
3,754,414
6,677,615
50,146,673
41,272,575
127,844,990
1,573,699,289
493,906,662
298,465,416
6,054,545
3,489,435
38,813,607
8,753,570
5,949,431
10,912,944
866,345,610

2.34 Disclosure as per AS-7:

S.No. Particulars

As on 31/03/2015

As on 31/03/2014

Contract Revenue

4,198,851,527

4,072,373,249

Cost incurred on Contract

3,460,301,382

3,383,633,176

Advance received

563,854,985

420,368,325

2,672,075,471

2,725,234,104

738,550,145

688,740,073

Amount due from Customers includes

Retention Money

Contract Profit / (Losses) recognized

2.35 Dividend Remitted to Non-Residents

Particulars

Current Year

Previous Year

- No. of Shareholders

N. A.

103

- No. of shares

N. A.

1,396,248

- Dividend paid

N. A.

` 3,490,620

- Year to which Dividend pertains

N. A.

2012-2013

2.36 Previous year figures have been regrouped / rearranged wherever considered necessary.
Certified in terms of our report attached.
For Rajesh Suresh Jain & Associates
Chartered Accountant
Firm Reg. No.017163N

For and on behalf of the Board

Rajesh Jain
Partner
Mem. No. 098229

Avinash C Gupta
Managing Director
DIN 00012077

Arjun Gupta
Director
DIN-00012092

Place: New Delhi

Dated: 21/05/2015

Sandeep Kumar Vij

Chief Financial Officer
Mem. No. 076443

Ashish Kapil
Company Secretary
Mem. No A31782

79

TECHNOFAB ENGINEERING LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED AS ON 31ST MARCH, 2015

PARTICULARS

(A)

CASH FLOW OPERATING ACTIVITIES

Net Profit Before Tax and Extraordinary Item

Adjustment for :

Depreciation

Finance charges

Net Loss on Sale of Fixed Assets

Interest Receivable

Provision for Leave Encashment

Provision for Gratuity

Dividend Received

Profit on sale of Mutual funds

2013-2014

122,003,660

108,023,605

44,733,319
149,861,895
3,969,940
7,200,000
792,252
3,833,024
(2,138)
(3,345,036)

63,074,213
119,631,022
8,583,256
5,503,561
1,277,286
1,692,781
(1,850)
(32,154,676)

Operating Profit before Working Capital Changes

Adjustment for :
Trade and other Receivables
Loans & Advances
Inventories
Trade and Other payables

329,046,916

275,629,198

53,158,633
48,884,512
(95,737,360)
(172,372,844)

(605,152,582)
26,503,622
(57,601,494)
274,229,992

Cash Generated from Operation

Direct Taxes Paid

Leave Encashment Paid

Gratuity Paid

162,979,857
(31,015,100)
(965,894)
(2,531,089)

(86,391,264)
(142,938,062)
(818,133)
(2,602,661)

Cash Flow Before Extraordinary Items

Net Cash Flow from Operating Activities
(A)

(B)
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Sale of Fixed Assets

Profit on sale of Mutual funds

Sale / (Purchase) of Investments

Dividend Received

Net Cash from (-used) in Investing Activities
(B)

(C)
CASH FLOW FROM FINANCING ACTIVITIES

Finance charges

Proceeds / Repayment from / of Long term Borrowings (Net)

Proceeds / Repayment from / of Short term Borrowings (Net)

Dividend Paid

Tax on Dividend

Net Cash Flow From Financing Activities
(C)

Net Increase in Cash & Cash Equivalents
(A+B+C)

Cash & Cash Equivalents (Opening Balance)

Cash & Cash Equivalents (Closing Balance)

As per our report attached.
Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N


Rajesh Jain
Partner
Mem. No.098229

Date : 21/05/2015
Place: New Delhi
80

2014-2015

128,467,774
128,467,774

(232,750,120)

(146,139,347)
33,418,319
3,345,036
49,275,000
2,138

(182,423,200)
23,579,579
32,154,676
376,602,842
1,850

(60,098,854)

249,915,747

(149,861,895)
64,032,864
176,551,455
-
-

(119,631,022)
4,828,269
99,921,744
(26,225,000)
(4,456,939)

(232,750,120)

90,722,424
159,091,344

(45,562,948)

521,081,336
680,172,680

549,478,657
521,081,336

(28,397,321)

For & on behalf of the Board

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

Independent Auditors Report

To the Board of Directors of Technofab Engineering
Limited
We have audited the accompanying consolidated
financial statements of Technofab Engineering
Limited (`the Company) and three subsidiaries,
which comprise the consolidated balance sheet
as at 31 March 2015, the consolidated statement
of profit and loss and consolidated cash flows
statement for the year then ended, and a summary
of significant accounting policies and other
explanatory information.
Managements Responsibility for the Consolidated
Financial Statements
Management is responsible for the preparation
and presentation of these consolidated financial
statements that give a true and fair view of the
consolidated financial position, consolidated
financial performance and consolidated cash flows
of the Company in accordance with accounting
principles generally accepted in India. This
responsibility includes the design, implementation
and maintenance of internal control relevant to the
preparation and presentation of the consolidated
financial statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these
consolidated financial statements based on our
audit. We conducted our audit in accordance with
the Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial
statements are free from material misstatement.
The financial statements of one of the subsidiary
namely M/s Rivu Infrastructural Developers Pvt.
Ltd. whose total assets and total revenue are `
12,671,396 and ` 1,765,143 respectively have not
been Audited by us and these financial statements
have been audited by other auditors and in our

opinion, so far as it relates to amount included in

respect of this subsidiary is based solely on their
reports.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures
in the consolidated financial statements. The
procedures selected depend on the auditors
judgment, including the assessment of the risks of
material misstatement of the consolidated financial
statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal
control relevant to the Companys preparation
and presentation of the consolidated financial
statements that give a true and fair view in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place
an adequate internal financial controls systems over
financial reporting and the operating effectiveness
of such controls. An audit also includes evaluating
the appropriateness of accounting policies used
and the reasonableness of the accounting estimates
made by management, as well as evaluating the
overall presentation of the consolidated financial
statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion and to the best of our information
and according to the explanations given to us, the
consolidated financial statements give a true and fair
view in conformity with the accounting principles
generally accepted in India:

(i) in the case of the consolidated balance
sheet, of the state of affairs of the
Company as at 31 March 2015;

(ii) in the case of the consolidated statement
of profit and loss, of the profit for the year
ended on that date; and

(iii) in the case of the consolidated cash flow
statement, of the cash flows for the year
ended on that date.
Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N

Dated : 21/05/2015
Place: New Delhi

Rajesh Jain
Partner
Mem.No.098229
81

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

BALANCE SHEET AS AT 31ST MARCH, 2015

Note
no.

As at
31/03/2015

As at
31/03/2014

EQUITY AND LIABILITIES

`
`
(1) Shareholders Funds:
(a) Share Capital
2.1
104,900,000
104,900,000
(b) Reserves and Surplus
2.2
2,097,157,370 2,202,057,370
2,015,339,445 2,120,239,445


(2) Non-Current Liabilities
(a) Long Term Borrowings
2.3(a)
68,861,133
4,828,269
(b) Deferred Tax Liabilities (Net)
2.12
24,111,380
14,280,239
(c) Other Long Term Liabilities
2.4(a)
449,580,101
211,926,808
(d) Long Term Provisions
2.5(a)
12,352,402
554,905,016
14,118,081
245,153,397


(3) Current Liabilities
(a) Short Term Borrowings
2.3(b)
976,228,759
799,677,303
(b) Trade Payables
2.4(b)
1,194,354,624
1,436,963,240
(c) Other Current Liabilities
2.4(c)
234,138,570
401,651,739
(d) Short Term Provisions
2.5(b)
37,232,494 2,441,954,447
37,888,243 2,676,180,525




Total 5,198,916,833 5,041,573,367


ASSETS
(1) Non-Current Assets
(a) Fixed assets
2.6
(i) Tangible assets
462,098,343
348,031,811
(ii) Capital Work in Progress
-
59,128,834
(iii) Intangible assets
1,229,428
789,546
(vi) Goodwill
56,500,960
56,500,960
(b) Non-Current Investments
2.7(a)
22,023,760
22,023,760
(c) Long Term Loans and Advances 2.8(a)
30,968,690
35,202,286
(d) Other Non Current Assets
2.11(a)
31,710,209
604,531,390
56,632,498
578,309,694


(2) Current Assets
(a) Current Investments
2.7(b)
70,275,000
119,550,000
(b) Inventories
2.9
606,875,818
511,138,458
(c) Trade Receivables
2.10
2,676,995,929
2,728,722,655
(d) Cash and Cash Equivalents
2.11(b)
649,395,104
467,594,757
(e) Short-Term Loans and Advances 2.8(b)
590,843,592 4,594,385,443
636,257,802 4,463,263,672




Total 5,198,916,833 5,041,573,367


SIGNIFICANT ACCOUNTING POLICIES
NOTES ON ACCOUNTS
As per our report attached
Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N


Rajesh Jain
Partner
Mem. No.098229

Date : 21/05/2015
Place: New Delhi

82

1
2

For & on behalf of the Board

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Note no.

2014-2015

2013-2014

REVENUE :
2.13

4,200,616,670

4,094,695,718

Other Income
2.14

Total Revenue

22,272,557

4,222,889,226

40,808,296

Revenue from Operations

4,135,504,014

EXPENSES :
Cost of Materials Consumed

2.15

3,016,977,219

3,010,887,668

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

2.16

(58,601,929)

(146,292,020)

Expenditure on Contracts

2.17

502,656,556

581,907,022

Employee Benefit Expense

2.18

353,730,202

289,013,354

Finance Cost

2.19

149,869,402

119,583,427

Depreciation and Amortization Expense

2.6

46,153,460

64,624,462

Other Expenses
2.20

92,317,790

110,560,247

Total Expenses

4,103,102,700

4,030,284,159

Profit Before Tax

119,786,527

105,219,855

- Current Tax

30,000,000

33,500,000

Tax Expense:
- Deferred Tax

10,053,281

(26,140)

- Wealth Tax

377,000

395,000

- Tax Adjustment for Earlier Years

(2,695,082)

5,174,826

Profit after tax carried to Balance Sheet

82,051,328

66,176,169

Earning per share (`)

Basic

2.25

7.82

6.31

Diluted

2.25

7.82

6.31

SIGNIFICANT ACCOUNTING POLICIES

NOTES ON ACCOUNTS

As per our report attached

Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

Rajesh Jain
Partner
Mem. No.098229

Date : 21/05/2015
Place : New Delhi

For & on behalf of the Board

83

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

Note : 1 SIGNIFICANT ACCOUNTING POLICIES FOR
THE YEAR ENDED 31.03.2015
1.1 PRINCIPLES OF CONSOLIDATION

The consolidated Financial Statements relate

to TECHNOFAB ENGINEERING LIMITED (the
Company) and its subsidiaries companies Rivu
Infrastructural Developers Pvt. Ltd., Woodlands
Instruments Pvt. Ltd. and Arihant Flour Mills
Pvt. Ltd. The consolidated financial statements
have been prepared in accordance with
Accounting Standard (AS-21) Consolidated
Financial Statements on the following basis :
i)

ii)

The Financial statements of the Company

and the subsidiaries companies have
been combined on a line by line basis
by adding together the book values of
like items of assets, liabilities, income
and expenses, after fully eliminating
intra-group balances and intra-group
transactions resulting in unrealized profit
or losses.
As far as possible, the consolidated
financial statements have been prepared
using uniform accounting policies for
like transactions and other events in the
similar circumstances and are presented
to, to the extent possible, in the same
manner as the Companys separate

financial statements.

iii) In case of associates, where the Company

directly or indirectly through subsidiaries
holds more than 20% of the equity,
Investments in Associates are accounted
for using equity method in accordance
with The Accounting Standard (AS) 23
Accounting for Investments in Associates
in Consolidated Financial Statements.

iv) The Company accounts for its shares in

the change in net assets of the associates,
post acquisition after eliminating
unrealized profit & loss resulting from
transaction between the Company and
its associates to the extent of its share,
through its profit and loss account to
the extent such change is attributable
to the associates profit and loss account
and through its reserves for the balances,
based on available information.

1.2 OTHER SIGNIFICANT ACCOUNTING POLICIES

These are said out under Significant Accounting

Policies as given in the Financial Statements
of TECHNOFAB ENGINEERING LIMITED and its
subsidiaries Rivu Infrastructural Developers
Pvt. Ltd., Woodlands Instruments Pvt. Ltd. and
Arihant Flour Mills Pvt. Ltd.

Certified in terms of our report attached.

Rajesh Suresh Jain & Associates
Chartered Accountant
Firm Reg. No.017163N
Rajesh Jain
Partner
Mem. No.098229

Place: New Delhi
Dated: 21/05/2015
84

For and on behalf of the Board

Avinash C Gupta
Managing Director
DIN-00012077

Arjun Gupta
Director
DIN-00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No. 076443

Ashish Kapil
Company Secretary
Mem. No. A31782

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015
NOTE : 2 NOTES ON ACCOUNTS

2.1 Share Capital

As At
31/03/2015

Authorised Capital

15,000,000 (Previous Year 15,000,000)

Equity shares of ` 10/- each

Issued, Subscribed & Paid up Capital

10,490,000 (Previous Year 10,490,000)

Equity shares of ` 10/- each fully paid up


Total

As At
31/03/2014

`
150,000,000

`
150,000,000

104,900,000

104,900,000

104,900,000

104,900,000

Note: (i) Reconcilation of the number of shares outstanding at the beginning and at the end of the reporting period.

Particulars


Shares at the beginning of the year


Shares at the end of the year

As At
31/03/2015

As At
31/03/2014

No. of shares

Amount in `

No. of shares

Amount in `

10490000

10490000

104,900,000

104,900,000

10490000

10490000

104,900,000
104,900,000

(ii) List of share holders holding more then 5% of the total shares of the Company.

Name of the shares holders

As At
31/03/2015
No. of shares

As At
31/03/2014

% of holding

No. of shares

% of holding

Avinash Chander Gupta

2299096

21.92

2261694

21.56

Meera Gupta

1528321

14.57

1478439

14.09

Emerging India Focus Fund

752153

7.17

752153

7.17

Note # as on 31/03/2015 share holding of the share holders is less then 5%.
736,221,323

736,221,323

2.2

Reserves and Surplus

(i)
Securities Premium Reserve

(ii) General Reserve

Add : Fixed Asset & Deferred Tax

Liability Adjustment

Add : Transfer from Profit & Loss A/c

701,225,461
(431,403)

681,225,461
-

20,000,000
720,794,058

20,000,000

701,225,461

(iii) Surplus
577,892,661
531,716,492

Add : Profit after tax for the year
82,051,328
66,176,169

Add : Income related to earlier year
198,000

not accounted

Less : Transfer to General Reserve
20,000,000
640,141,989
20,000,000
577,892,661






Total 2,097,157,370 2,015,339,445

85

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

2.3 (a) Long-term borrowings (Secured)

Term Loans

(i)
From Banks

Vehicle Loans*

Equipment Loans**

(ii) From Other Parties

Equipment Loans*


Total

As At
31/03/2015

As At
31/03/2014

6,884,672
61,790,979

3,892,340
-

185,482

68,861,133

935,929
3,892,340

Note: * Secured by hypothecation of the asset purchased under various financing scheme and repayment terms of
term loans ` 3,816,118 payable within one years, ` 28,385,161 payable one to three and ` 40,475,972 payble
after three years.

** ECB Loan of USD 990,000/- is secured against hypothecation of plant and machinery purchased for
International Projects.

(b) Short-term borrowings (Secured)

(i)
From Banks

Working Capital**


Total

976,228,759

976,228,759

799,677,303
799,677,303

Note: **Loan from Banks (working capital facilities) are secured against tangible movable assets including stock, stores
and book debts of the Company and against equitable mortgage of the Companys immovable properties
comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and
fittings erected or installed at factory land and building and personal guarantees of three Directors.

2.4 (a) Other Long Term Liabilities

Others Payables

(i)
Vehicle Security

(ii)
Advance
from Customers

Total


(b) Current Liabilities

Trade Payables

303,364
449,276,737

449,580,101

1,926,808
210,000,000
211,926,808

1,194,354,624
1,436,963,240

Total 1,194,354,624

1,436,963,240

(c) Other Current Liabilities

(i)
Other Creditors Payable
115,685,688
124,865,079

(ii) Advance from Customers
114,578,248
275,321,530

(iii) Unpaid Dividends
58,516
60,141

(iv) Current Maturity of Long

Term Borrowings

(a) Vehicle Loans*
2,155,158
865,019

(b)
Equipment
Loans*
1,660,960
234,138,570
539,970
401,651,739




Total
234,138,570


2.5 Provisions

(a) Long Term Provisions

(i)
Gratuity
4,599,710
4,886,002

(ii) Leave Encashment
2,866,580
3,675,881

(iii) Dinimution in Value of Investments
4,886,112
12,352,402
5,556,198

401,651,739

12,352,402

14,118,081

30,000,000
377,000
4,942,549
1,912,945

33,500,000
395,000
2,715,957
1,277,286

Total


(b) Short Term Provisions

(i)
Income Tax

(ii) Wealth Tax

(iii) Gratuity

(iv)
Leave Encashment


Total

86

37,232,494

14,118,081

37,888,243

87

Barge

Purely Temp.
Construction

Plant & Machinery

Furniture & Fixture

Office Equipment

Vehicles

Computers

Total a

Total (a+b+c)

Previous Year

(c) Intangible Assets

Computers Software

(b) Capital WIP

97,809,176

Building

392,566,429

524,518,110

802,742

59,128,834

464,586,534

19,019,423

63,767,075

4,406,835

3,249,630

145,157,695

63,453,611

67,723,089

(a) Tangible Assets

Factory Land
-

182,423,200

205,268,180

807,438

13,580,709

190,880,033

2,914,171

13,800,597

603,368

605,697

60,815,838

27,670,819

84,469,543

50,471,519

119,014,473

72,709,543

46,304,930

9,614,200

5,849,455

634,352

86,265

5,151,247

24,969,411

`
-
13,222,142

524,518,110

610,771,818

1,610,180

609,161,637

12,319,394

71,718,217

4,375,851

3,769,062

200,822,286

91,124,430

65,646,410

116,567,919

13,196

116,554,723

9,235,947

13,619,990

719,007

743,962

20,227,155

58,786,520

84,469,543

97,809,176

42,753,678

`
-

64,624,462

46,153,460

367,556

45,785,904

4,666,245

8,362,652

1,331,353

428,415

16,634,878

9,075,640

2,220,091

3,066,630

13,702,953

15,277,333

15,277,333

6,936,585

2,637,653

472,588

21,253

2,531,189

2,678,065

Sale/
Adjustment
during
the Period

DEPRECIATION

Sales/
Total
Upto
For the
Adjustment
as on
01/04/2014
year
during
31/03/2015
Ended
the year

GROSS BLOCK

Description
As on
Addition

01/04/2014
During

the year

2.6 Fixed Assets

116,567,919

147,444,046

380,752

147,063,294

6,965,607

19,344,989

1,577,772

1,151,124

34,330,844

65,184,095

2,220,091

16,288,772

Total
upto
31/03/2015

407,950,191

463,327,771

1,229,428

462,098,343

5,353,787

52,373,228

2,798,079

2,617,938

166,491,442

25,940,335

82,249,452

81,520,404

42,753,678

327,709,565

407,950,191

789,546

59,128,834

348,031,811

9,783,476

50,147,085

3,687,828

2,505,668

124,930,540

4,667,091

84,587,034

67,723,089

As on
31/03/2014

Net Block
As on
31/03/2015

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015
2.7 Investments


Face Value


(a) Non-current Investment-Non Trade

(Long Term Investments at cost)

(I) Equity Shares, Fully Paid up (quoted)

Ahluwalia Contracts Ltd.

C & C Construction Ltd.

Hind Dorr-Oliver Ltd.

Hindustan Construction Ltd.

IVRCL Infrastructure Ltd.

Larsen & Toubro Ltd.

Nagarjuna Construction Ltd.

Patel Engineering Ltd.

Shriram EPC Ltd.

Unitech Ltd.

Qty.
Nos.

2
10
2
1
2
2
2
1
10
2

100
100
74037
100
100
150
100
100
200
2000

Total (I)

(II) Unquoted Equity shares, Fully Paid up

Hydro Air Tectonics (PCD) Ltd.

10

390000

Qty.
Nos.

11,820
15,002
6,069,017
3,434
6,718
152,745
9,900
15,658
29,751
70,715

As at
31/03/2014
`

100
100
74037
100
100
150
100
100
200
2000

11,820
15,002
6,069,017
3,434
6,718
152,745
9,900
15,658
29,751
70,715

6,384,760

6,384,760

15,639,000

15,639,000

390000

Total (II) 15,639,000 15,639,000

TOTAL (Non-current Investments) 22,023,760 22,023,760

(b) Current Investments (other than trade)

Unquoted, Fully Paid up units of mutual fund

BOI Axa Equity Debt Rebancer Fund

Sundaram Flexible Fund - Short Term Plan

IDFC Dynamic Bond Fund

10
10
10

499990
1317618
3074073

88

As at
31/03/2015

5,000,000
24,275,000
41,000,000

499990
2635236
4722280

5,000,000
48,550,000
66,000,000

TOTAL (Current Investments) 70,275,000 119,550,000

GRAND TOTAL (a+b) 92,298,760 141,573,760

Cost of Quoted Investment ` 6,384,760 (Previous Year ` 6,384,760). Market Value ` 1,498,648 (Previous Year
` 828,562) as on 31/03/2015.
Cost of Unquoted Investment other than Mutual fund units ` 15,639,000 (Previous Year ` 15,639,000 ) as on
31/03/2015.
Cost of Unquoted Investment in Mutual Fund ` 70,275,000 (Previous Year ` 119,550,000). Net Market Value
` 87,320,022 (Previous Year ` 127,079,213 ) as on 31/03/2015.

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015


2.8 (a)

Long term Loans and Advances

(Unsecured, Considered good)
Capital Advance
Deposits
Prepaid Expenses

As At
31/03/2015

As At
31/03/2014

7,381,875
14,311,748
9,275,067

16,114,728
12,488,524
6,599,034

Total

30,968,690

35,202,286

(b)

Short term Loans and Advances

(Unsecured, Considered good)
Recoverable from Revenue Authorities
Deposits
Prepaid Expenses
Advances for supply of raw materials & Others
Advance to employee

206,940,858
4,272,298
36,157,786
323,057,366
20,415,284

270,596,822
13,773,765
49,323,086
278,271,146
24,292,983

Total

590,843,592

636,257,802

53,431,256
315,253,716
238,190,846

89,450,272
220,632,771
201,055,415

606,875,818

511,138,458

913,016,535
1,763,979,394

660,308,079
2,068,414,576

2,676,995,929

2,728,722,655

31,710,209

56,632,498

2.9 Inventories :

(As taken, valued and certified by the Management)

Raw Material

Work in Progress

Stores & Spares

Total

2.10 Trade Receivables #

Unsecured , Considered Good

Outstanding exceeding six months

Others

Total

Note :# Trade receivables includes Retention Money
2.11 (a) Other Non Current Assets

Balance with Banks

Fixed deposits having remaining maturity of more than

12 months (including interest accrued)

Total

2.11(b)

Cash and Cash Equivalents

Balance with Banks
- in Current Account with Scheduled Banks
- Fixed deposits having remaining maturity of 3 months or less
(including interest accrued)
- in Current Account with Foreign Banks
Cash on Hand

Other Bank Balances

-Fixed deposits having remaining maturity of more than 3 months
but not more than 12 months (including interest accrued)

Total

Note :

(a) The Current Accounts balance with Scheduled Banks includes amount of ` 58,516 (Previous Year ` 60,141)
earmarked for payment of unpaid dividend.
(b) Fixed Deposited/cash margin with banks amount to ` 289,953,641 (Previous year ` 288,012,917) are under lien
with banks as per banking arrangements.

31,710,209

56,632,498

42,106,138
311,726,162

17,983,270
77,701,776

4,551,248
9,591,812

14,299,891
9,712,608

281,419,744

347,897,212

649,395,104

467,594,757

89

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015


2.12 Deferred tax Liability comprised of the following: -
Liability
Fixed Assets
Assets
Expenses allowable under Income Tax Act on payment basis

Net Deferred Tax Liability

Note :

As At
31/03/2015

28,981,945

18,547,726

4,870,565

4,267,487

24,111,380

14,280,239

Deferred Tax Liability for the period ended March 31, 2015 has been provided on the estimated tax computation
for the year.

2014-2015

2013-2014

2.13 Revenue from Operations

(i) Sales

(ii) Other Operating Income

4,196,160,788
4,455,882

4,085,427,962
9,267,756

Total

4,200,616,670

4,094,695,718

8,506,429

8,651,770

2,138
-

1,850
-

3,345,036
-
9,748,868
670,086

28,456,494
3,698,182

22,272,557

40,808,296

2.14 Other Income

(i) Interest from Others

(ii) Dividend Income
(a) From long term Investments
(b) From short term Investments

(iii) Profit on sale of Investments (net)
(a) From long term Investments
(b) From short term Investments

(iv) Exchange Rate Variation (Net)*

(v) Diminution in Value of Investments**

Total

Note :

* In accordance with Accounting Standard 11(Revised) the net exchange Profit is shown in Other Income `
9,748,868/- (Previous Year Loss of ` 28,484,155 is shown in Other Expenses)
** Diminution value of Investment Profit is shown in Other Income ` 670,091/- (Previous Year Loss of ` 5,556,198/is shown in Other Expenses)

2.15 Cost of Materials Consumed

2.16 (Increase) / Decrease in Raw Material & Work in progress

(a) Opening Stock
Raw Material
Work-in-Progress

3,016,977,219

3,010,887,668

89,450,272
220,632,771

72,652,402
91,138,621

(b)

Total a
Closing Stock
Raw Material
Work-in-Progress

310,083,043

163,791,023

53,431,256
315,253,716

89,450,272
220,632,771

Total b

368,684,972

310,083,043

Total (a-b)

(58,601,929)

(146,292,020)

90

As At
31/03/2015

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31/03/2015

2014-2015

2013-2014

2.17

Expenditure on Contracts
(i)
Power & Fuel
(ii) Inspection & Testing
(iii) Repairs & Maintenance
(iv) Freight, Forwarding & Clearing
(v) Rent, Rates & Taxes
(vi) Insurance
(vii) Other Site Expenses

50,971,344
15,735,526
37,497,914
124,613,578
106,815,042
17,804,244
149,218,908

76,732,504
34,651,652
40,159,519
130,486,543
134,474,490
22,709,891
142,692,423

502,656,556

581,907,022

315,418,265
22,278,239
16,033,698

259,957,611
16,901,150
12,154,593

353,730,202

289,013,354

80,065,476
111,793,002

61,520,020
93,214,781

191,858,478

LESS:

(iii) Interest Income on FDRs
41,989,076

(Tax Deducted at Source Current Year ` 4,188,722 Previous Year ` 3,519,216)

154,734,801

Total

2.18

Employee Benefit Expense

(i)
Salaries, Wages, Bonus, Allowances etc.
(ii) Contributions to Provident Fund, ESI & Others
(iii) Staff Welfare

Total

2.19 Finance Cost

(i)
Bank Charges

(ii) Interest Cost

Total

2.20

Other Expenses
(i)
Power & Fuel
(ii) Repairs to Building
(iii) Repairs to Machinery
(iv) Repairs to Others
(v) Insurance
(vi) Rates & Taxes
(vii) Exchange Rate Variation
(viii) Auditors Remuneration
(ix) Miscellaneous Expenditure
(x) Directors Sitting Fees
(xi) Legal & Professional
(xii) Rent & Hire Charges
(xiii) Communication
(xiv) Printing & Stationary
(xv) Travelling & Conveyance
(xvi) Vehicle Running
(xvii) Loss on Sale of Assets (Net)
(xviii) Diminution in Value of Investments

Total

35,151,374

149,869,402

119,583,427

4,964,484
822,213
473,416
5,649,517
1,306,401
6,043,159
-
126,727
4,887,261
1,247,196
18,425,221
1,742,006
4,599,554
3,418,546
34,307,279
218,904
4,085,906

4,503,842
182,072
177,826
3,704,347
1,478,373
1,587,387
28,484,155
122,236
4,268,620
741,576
15,805,078
3,264,974
4,660,383
3,216,174
24,014,565
209,185
8,583,256
5,556,198

92,317,790

110,560,247

91

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

NOTES ANNEXED TO AND FORMING PART OF THE STATEMENT OF ACCOUNTS
FOR THE YEAR ENDED 31/03/2015
The accompanying consolidated financial statement includes the accounts of TECHNOFAB ENGINEERING
LIMITED and its following subsidiaries : Name of Company
Country of

Incorporation

Proportion of
ownership interest
and relationship

Rivu Infrastructural Developers

India
Pvt. Ltd.

100% subsidiary of
TECHNOFAB ENGINEERING
LIMITED

31.03.2015

Woodlands Instruments
India
Pvt. Ltd.

100% subsidiary of
TECHNOFAB ENGINEERING
LIMITED

31.03.2015

Arihant Flour Mills Pvt. Ltd.

India

100% subsidiary of
TECHNOFAB ENGINEERING
LIMITED

31.03.2015

2.21 Contingent Liability

a.

Claims against the Company not

acknowledged as debt (net) amount
to ` 15,538,070 (Previous year
` 15,538,070).

b.

The Bank guarantees/letters of credit/

Bill discounted given by the Banks
for and on behalf of the Company
outstanding at the end of the year
amounted to ` 6,048,486,719 (Previous
year ` 5,760,258,344).

c.

In respect of demand against Sales

Ta x a m o u n t i n g t o ` 9 , 2 8 2 , 8 3 6
(Previous year ` 9,282,836) raised by
the authorities, appeals are pending
before the authorities.

d.

Capital commitment (Net of

advances) ` 31,167,051 (Previous year
` 29,113,788)

2.22 Fixed Deposits/cash margin with banks

92

Financial Year
Ended

amount to ` 289,953,641 (Previous year

` 288,012,917) are under lien with banks as
per banking arrangements.
2.23 Loan from Banks (working capital facilities)
are secured against tangible movable assets
including stock, stores and book debts
of the Company and against equitable
mortgage of the Companys immovable
properties comprising land, building and
other structures and fittings, fixed plant and
machinery and other fixtures and fittings
erected or installed at factory land and
building and personal guarantees of three
Directors. Vehicles/ Equipments loans are
secured by hypothecation of respective
Vehicle/ equipments financed.
2.24 In the opinion of the management current
assets, loans and advances are approximately
of the value stated, if realized, in the ordinary
course of business. The balances of Sundry
Debtors, Sundry Creditors and Loans &
Advances are subject to confirmation/
reconciliation.

2.25 Earning per share :

Particulars

As on 31.03.2015

As on 31.03.2014

Profit for the year after Tax

82,051,328

66,176,169

Weighted average No. Of equity Shares of

` 10/- each for Basic EPS

10,490,000

10,490,000

Basic Earning per Share

7.82

6.31

Weighted average No. Of equity Shares of

` 10/- each for Diluted EPS

10,490,000

10,490,000

Diluted Earning per Share

7.82

6.31

2.26 There is no separate reportable segment as

per accounting standard AS-17.

(c) Ashutosh Jagga

(d) Rajender Kumar Bader

2.27 Related Party Transactions

(e) Rajesh Kumar Gupta

(1) Name of Related Parties

(A) Key Management Person / Control

Whole time director

(a) Avinash C. Gupta (Whole Time

Director)

(b) A r j u n G u p t a ( W h o l e T i m e
Director)

(c) N a k u l G u p t a ( W h o l e T i m e
Director)

Non whole-time-directors

(a) Arun Mittar (Independent Director

Non Executive)

(b) Pawan Chopra (Independent

Director Non Executive)

(c) V. S. Mathur (Independent Director

Non Executive)

(d) Anju Banerjee (Independent

Director Non Executive)

Wholly Director in Subsidiary

Company

(a) Arun Kochhar

(b) Vijay Nagrajan

(B) Executive Officers

(a) Sandeep Kumar Vij (Chief Financial

Officer)

(b) Ashish Kapil (Company Secretary)

(C) Enterprises under Common Control /

enterprises where persons described in
A above is able to exercise significant
influence.

(a) Techfab International Pvt. Ltd.

(b) Techfab Systems Pvt. Ltd.

(c) Bakool Venture Pvt. Ltd.

(d) JoyLuck Venture India Pvt. Ltd.

(e) Chasha Lands Pvt. Ltd.

(f )

(g) W r a p A r t & D e s i g n P r i v a t e
Limited

Torno Infrastructure Pvt. Ltd.

(D) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

93

(2)

Transaction with related parties as defined in (1) above:

Sr.No.

Amount in `

Particulars

(A)

(B)

(C)

(D)

1.
Loan / Security / Advance given

NIL
(3,735,000)

NIL
(NIL)

NIL
(NIL)

NIL
(NIL)

2.
Remuneration Paid

28,403,031
(18,896,496)

3,664,094
(3,034,377)

NIL
(NIL)

NIL
(NIL)

NIL
(NIL)

NIL
(NIL)

269,335
(382,755)

NIL
(NIL)

4.
Dividend Paid

NIL
(7,988,658)

NIL
(NIL)

NIL
(NIL)

NIL
(3,753,598)

5.
Legal & Professional Charges

1,590,000
(1,590,000)

NIL
(NIL)

NIL
(NIL)

NIL
(NIL)

3.
Reimbursement of Expenses

6.

Outstanding Balance as on
31.03.2015

Receivable in respect of advance

to subsidiaries & other related parties

NIL
(3,735,000)

NIL
(NIL)

NIL
(NIL)

NIL
(NIL)

Payable in respect of remuneration,

commission & Professional charges

9,145,486
(4,556,220)

243,557
(236,248)

NIL
(NIL)

NIL
(NIL)

Figures in brackets are in respect of previous year.

2.28 Turnover is net of Procurement and other related charges.

2.29 Disclosure pursuant to Accounting Standard 15

(a) Defined Contribution Plan

Amount recognized as expense for defined contribution plans are as under :
Particulars

Amount in
(`)

Head under which shown in

Profit & Loss Account

Contribution to Provident Fund

5,344,889
(5,322,896)

Contribution to Provident Fund

(b)

Movement in net liability :-

Particulars
Gratuity (Funded)

94

Present value of obligations as

at the beginning of the year (A)
Adjustment for increase (decrease)
in opening obligation (B)
Interest Cost (C)
Past service cost
Current service cost (D)
Benefits paid (E)
Actuarial (gain)/loss on obligation (F)
Present value of obligations as at
the end of year (A+B+C+D-E+F)

Leave Encashment
(Unfunded)

Current
Year
`

Previous
Year
`

Current
Year
`

Previous
Year
`

12,196,848

13,147,117

4,953,167

4,517,105

NIL

NIL

NIL

NIL

952,574
NIL
2,065,486
(1,107,387)
891,262
14,998,783

1,183,241
NIL
1,972,277
(2,602,661)
(1,503,126)
12,196,848

386,842
NIL
860,529
(965,894)
(455,119)
4,779,525

406,539
NIL
1,276,217
(818,133)
(428,561)
4,953,167

(c)

The amounts recognized in the Balance Sheet and Profit & loss account are as follows :-

Particulars
Gratuity (Funded)

Leave Encashment
(Unfunded)

Current
Year
`

Previous
Year
`

Current
Year
`

Previous
Year
`

Present value of obligation (A)

14,998,783

12,196,848

4,779,525

4,953,167

Estimated fair value of plan

assets (B)

5,456,524

4,594,889

NIL

NIL

Net Liability (A)-(B)

9,542,259

7,601,959

4,779,525

4,953,167

Amounts in the Balance Sheet

Liabilities

Amount charged to Profit &

Loss Account

Current Service Cost

Past service cost

9,542,259

7,601,959

4,779,525

4,953,167

2,065,486

1,972,277

860,529

1,276,217

NIL

NIL

NIL

NIL

Interest Cost

952,574

1,183,241

386,842

406,539

Expected return on plan assets

(402,053)

(422,173)

NIL

NIL

Actuarial (Gain)/Loss

797,802

(1,558,635)

(455,119)

(428,561)

34,13,809

1,174,710

792,252

1,254,195

Head under which shown in

the Profit & Loss account

(d)

Salaries, Wages,
Gratuity, Bonus,
Allowances etc.

Salaries, Wages,
Gratuity, Bonus,
Allowances etc.

Changes in the fair value of plan assets:

Amount in `

Sr. No.

Particulars

31/03/2015

31/03/2014

4,594,889

4,690,816

NIL

NIL

402,053

422,173

Fair value of plan assets at the beginning

of the period

Acquisition adjustment

Expected return on plan assets

Contributions

1,473,509

1,860,337

Benefits paid

(1,107,387)

(2,433,946)

Actuarial gain/(loss) on plan assets

93,460

55,509

5,456,524

4,594,889

Fair value of plan assets at the end of

the period

95

2.30 Un-hedged position of Foreign Exchange:

Particulars

As At 31.03.2015
Amount
Amount
(in Foreign
(`)
Currency)

Amount
(in Foreign
Currency)

Amount
(`)

In Respect of Receivables

USD

14,905,233

929,192,236

21,309,941

1,279,875,045

EURO

1,421,085

95,170,091

775,148

64,127,978

ETB
(Ethiopian Birr)

1,433,671

4,372,695

1,210,711

3,754,414

GHS
(Ghanian Cedi)

663,415

10,800,390

300,493

6,677,615

KSH
(Kenya Shilling)

35,671,051

24,077,960

72,049,817

50,146,673

FJD
(Fiji Dollar)

19,957

603,902

1,267,975

41,272,575

MZN
(Mozambican Metical)

14,176,800

23,958,792

TZS
(Tanzanian Shilling)

3,266,425,121

109,869,664

3,481,219,065

127,844,990

TOTAL 1,198,045,731 1,573,699,289

- In Respect of Payables

USD

8,955,193

558,266,732

8,223,554

493,906,662

EURO

2,765,585

185,211,238

3,607,705

298,465,416

GHS
(Ghanian Cedi)

2,190,964

35,668,887

272,455

6,054,545

ETB
(Ethiopian Birr)

812,512

2,478,162

1,125,261

3,489,435

KSH
(Kenya Shilling)

17,668,346

11,926,133

55,766,677

38,813,607

FJD
(Fiji Dollar)

3,456

104,588

268,927

8,753,570

MZN
(Mozambican Metical

704,340

1,190,335

3,098,662

5,949,431

TZS
(Tanzanian Shilling)

804,089,665

27,046,406

297,159,452

10,912,944

821,892,480

866,345,610

TOTAL

96

As At 31.03.2014

2.31 Disclosure as per AS-7

Amount in `

S.No.

Particulars

As At 31.03.2015

As At 31.03.2014

Contract Revenue

4,222,889,226

4,135,504,014

Cost incurred on Contract

3,461,031,846

3,446,502,670

Advance received

563,854,984

485,321,530

2,676,995,929

2,728,722,655

761,857,380

689,001,344

Amount due from Customers

includes Retention Money

Contract Profit / losses recognized

2.32 Previous year figures have been regrouped / rearranged wherever considered necessary.
Certified in terms of our report attached.
Rajesh Suresh Jain & Associates
Chartered Accountant
Firm Reg. No.017163N
Rajesh Jain
Partner
Mem. No.098229

Place: New Delhi
Dated: 21/05/2015

For and on behalf of the Board

Avinash C Gupta
Managing Director
DIN-00012077

Arjun Gupta
Director
DIN-00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

97

TECHNOFAB ENGINEERING LIMITED CONSOLIDATED

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2015


(A) CASH FLOW OPERATING ACTIVITIES

Net Profit Before Tax and Extraordinary Item

Adjustment for :

Depreciation

Finance charges

Net Loss on Sale of Fixed Assets

Interest Receivable

Provision for Leave Encashment

Provision for Gratuity

Dividend Received

Profit on sale of Mutual funds

Operating Profit before Working Capital Changes

Adjustment for :

Trade and other Receivables

Loans & Advances

Inventories

Trade and Other payables

Cash Generated from Operation

Direct Taxes Paid

Leave Encashment Paid

Gratuity Paid


Cash Flow Before Extraordinary Items

Net Cash Flow from Operating Activities
(A)

2013-2014

119,786,527

105,219,855

46,153,460
149,869,402
4,085,906
7,200,000
792,252
3,833,024
(2,138)
(3,345,036)

64,624,462
119,583,427
8,583,256
5,503,561
1,277,286
1,692,781
(1,850)
(32,154,676)

328,373,396

274,328,102

51,726,726
48,128,694
(95,737,360)
(172,468,492)

(608,320,378)
30,125,975
(49,922,836)
264,742,745

160,022,964
(31,199,918)
(965,894)
(2,531,089)
125,326,063

(89,046,392)
(143,019,826)
(818,133)
(2,602,661)
(235,487,012)
(235,487,012)

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Sale of Fixed Assets

Profit on sale of Mutual funds

Sale / (Purchase) of Investments

Dividend Received

125,326,063

(146,139,347)
33,418,319
3,345,036
49,275,000
2,138

(182,423,200)
23,579,579
32,154,676
376,602,842
1,850

(60,098,852)

249,915,747

(C) CASH FLOW FROM FINANCING ACTIVITIES

Finance charges

Proceeds / Repayment from / of Long term Borrowings (Net)

Proceeds / Repayment from / of Short term Borrowings (Net)

Dividend Paid

Tax on Dividend

(149,869,402)
64,968,793
176,551,456
-
-

(119,583,427)
4,828,269
99,921,743
(26,225,000)
(4,456,939)

Net Cash from (-used) in Investing Activities
(B)

Net Cash Flow From Financing Activities
(C)

Net Increase in Cash & Cash Equivalents
(A+B+C)

Cash & Cash Equivalents (Opening Balance)

Cash & Cash Equivalents (Closing Balance)

As per our report attached

Rajesh Suresh Jain & Associates
Chartered Accountants
Firm Reg. No.017163N

Rajesh Jain
Partner
Mem. No.098229

Date : 21/05/2015
Place: New Delhi

98

2014-2015

91,650,847

156,878,058

524,227,255
681,105,313

(45,515,354)
(31,086,619)
555,313,874
524,227,255

For & on behalf of the Board

Avinash C Gupta
Managing Director
DIN - 00012077

Arjun Gupta
Director
DIN - 00012092

Sandeep Kumar Vij

Chief Financial Officer
Mem. No.076443

Ashish Kapil
Company Secretary
Mem. No.A31782

99

Woodlands
Instruments Pvt. Ltd.

Arihant Flour
Mills Pvt. Ltd.

Rivu Infrastructural
Developers Pvt. Ltd.

NA

NA

NA

NA

NA

NA

31/03/2015

31/03/2015

31/03/2015

Current Pre-
Current

Period vious
Period

Period

Dividends
for the year
(Including
proposed)

31/03/2014

31/03/2014

31/03/2014

0.58

0.47

0.10

0.58

0.47

0.10

2.76

2.91

(0.11) (0.07)

(0.31) (0.27)

0.03

1.82

1.47

0.01

2.01

1.73

3.37

2.18

1.27

3.50

2.41

1.56

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.18

NIL

NIL

2.25

NIL

NIL

(0.05) (0.06)

NIL

(0.02) (0.07) (0.02)

(0.15) (0.15)

NIL

NIL

NIL

(0.05) (0.06)

(0.04) (0.07)

(0.15) (0.15)

NIL

NIL

NIL

NIL

NIL

NIL

Pre-
Current Pre- Current Pre- Current Pre- Current Pre- Current Pre- Current Pre- Current Pre- Current Pre- Current Pre- Current Previous
Period vious Period vious Period vious Period vious Period vious Period vious Period vious Period vious Period vious Period vious
Period
Period
Period
Period
Period
Period
Period
Period
Period
Period
Period

Name of the
Report- Exchange
Reporting
Share
Reserves &
Total
Total
Investments
Turnover
PBT
Tax
PAT

Subsidiary
ing
Rate
Period
Capital
Surplus
Liabilities
Assets
Provision

Currency

100%

100%

100%

% of
Share
holding

All figures in ` Crores

FORM AOC-I: STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIALS STATEMENTS OF SUBSIDIARIES.
(PURSUANT TO FIRST PROVISO TO SUB SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014)

Notes

100

Proxy form
[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014]

Technofab Engineering Limited

Registered Office: 507 Eros Apartments, 56, Nehru Place, New Delhi 110019
info@technofabengineering.ocm | www.technofabengineering.com
Tel : + 91-11-26411931/5961, Fax: + 91 -11-26221521

44th Annual General Meeting September 25, 2015

Name of the member(s)
Registered address
Email
Folio no. / Client ID
DP ID
I / We, being the member(s) of ........................................................................ shares of the above named company,
hereby appoint
Name : ...........................................................................

Email : ....................................................................

Address : ........................................................................................................................................................................
...................................................................................

Signature : ....................................................

or failing him / her

Name : ...........................................................................

Email : ....................................................................

Address : ........................................................................................................................................................................
...................................................................................

Signature : ....................................................

or failing him / her

Name : ...........................................................................

Email : ....................................................................

Address : ........................................................................................................................................................................
...................................................................................

Signature : ....................................................
(contd...)

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 44th Annual General Meeting
of the Company, to be held on Friday, September 25, 2015, at 10:30 a.m. IST, at Delhi Flying Club, Safdarjung Airport,
New Delhi - 110003 and at any adjournment thereof in respect of such resolutions are indicated below:.
Resolution
number

Resolutions

Vote (Optional see Note 2)

For

Against

Abstain

Ordinary business
1

Adoption of Balance Sheet, Statement of Profit and Loss,

Report of the Board of Directors and Auditors for the
financial year ended March 31, 2015

Appoint a director in place of Sh. Avinash C Gupta, who retires

by rotation and being eligible, seeks re appointment

Re-appointment of M/s Rajesh Suresh Jain & Associates,

Chartered Accountants as Statutory Auditors of the Company

Special business
4

Appointment of Ms. Anju Banerjee as an Independent Director

Change in Terms & Conditions of Appointment of

Sh. Arjun Gupta as Whole-Time Director of the Company

Change in Terms & Conditions of Appointment of

Sh. Nakul Gupta as Whole-Time Director of the Company

Signed this .................................... day of .............................. 2015.

..............................................
..............................................
Signature of the member(s)
Signature of the proxy holder(s)

Affix revenue
stamp of not
less than
` 0.15

Notes :
1. This form of proxy, in order to be effective, should be duly stamped, completed, signed and deposited at the
registered office of the Company, not less than 48 hours before the meeting.
2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all
resolutions, your proxy will be entitled to vote in the manner as he / she may deem appropriate.

Attendance Slip

Technofab Engineering Limited

Registered Office: 507 Eros Apartments, 56, Nehru Place, New Delhi 110019
info@technofabengineering.ocm | www.technofabengineering.com
Tel : + 91-11-26411931/5961, Fax: + 91 -11-26221521

44th Annual General Meeting September 25, 2015

Registered Folio no. / Client ID no. :

DP ID no:

Number of shares held

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 44th Annual General Meeting of the Company at Delhi Flying Club, Safdarjung
Airport, New Delhi - 110003 at 10.30 A.M. on Friday, September 25, 2015, at 10:30 a.m. IST

...................................................
Name of the member / proxy
(in BLOCK letters)

...........................................................
Signature of the member / proxy

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to
bring their copies of the Annual Report to the AGM.

An Engineering Procurement & Construction Company

Corporate Ofce :

Plot 5, Sector-27C, Mathura Road, Faridabad - 121 003, Haryana, India

Phones: +91-129-227-0202, 227-5310 Fax: +91-129-227-0201
E-mail: info@technofabengineering.com

Registered Ofce :

507 Eros Apartments, 56 Nehru Place, New Delhi - 110 019, India
Tel.: +91-11-26411931, 26415961 Fax: +91-11-26221521
Email: info@technofabengineering.com
visit us at www.technofabengineering.com