Directors’ Report To, The members of Techno Electric & Engineering Company Limited Your Directors take pleasure in presenting the 10th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2015. Dividend Your Directors recommended a final dividend of Rs. 1.50 per equity share of nominal value of Rs. 2 each for the financial year ended March 31, 2015 in addition to the interim dividend of Rs. 2.50 paid for the year under review making the total dividend for the year at Rs. 4.00 per share. Reserves Your Directors have proposed to transfer Rs. 5,500.00 lacs to General Reserve and Rs. 500.00 lacs to Debenture Redemption Reserve for the year under review. Operational Performance EPC Business Your Company, after showing stagnant in growth in the last 2/3 years in the face of adverse economic and business conditions, has improved its operation during the year under review and registered increase in turnover and profit. The turnover stood at Rs. 68,912.20 lakhs and profit after tax at Rs. 8,467.21 lakhs from EPC Business. During the year, the Company was cautious and had a very close watch on the market conditions and had taken calculative decisions while participating in the bidding process to have a better margin. The emphasis of the Government on power sector has played an important role in reviving the power sector in the last year, the results of which start reflected in the later part of the financial year. Your Company has successfully participated and bagged many quality orders in the last quarter of the financial year under review. The present emphasis in the country is to generate and transmit Renewable Power. The major portion of the Orders is for Green Corridor and for Dynamic Load Management ensuring Grid stability. As such, your Company is the first mover in the country in this segment of business. As usual, the timely completion of projects by the Company has also reflected in its operational performance. We are very hopeful that the current trend will continue and further accelerate the growth in the Power Sector and your Company will also move ahead with the time by reaping more benefits out of that. During the year 2014-15 the following projects were completed successfully: 1. Turnkey contract for extension of 765 kV bays at 765/400 kV Gwalior sub-station, extension of 765 kV Bina sub-station, extension of 765 kV Jabalpur pooling sub-station & extension of 765/400 kV Indore substation associated with transmission system for Phase - I generation project in Odisha Part-C for PGCIL. 2. Turnkey contract for supply & erection of 400/220kV GIS substation at Magarwada in of Daman & Diu in association with M/s. Xian XD Switchgear Electric Co. Ltd. China from PGCIL. (ADB funded) 3. Turnkey contract for construction of 400 kV substation at Julwania from M/s. MP Power Transmission Co. Ltd. 4. Turnkey contract for establishment of 400 kV & 220 kV Transformer Bay at existing 400 kV GSS Akal (Jaisalmer). 5. Contract for substation package for extension of 400 kV Sagardighi sub-station and 400kV Behrampur substation under eastern region strengthening scheme-X for PGCIL for power supply to Bangladesh. 6. Fuel Oil Handling System for 1 x 500 MW Unit at Bokaro-A TPS, Jharkhand for BHEL. 7. Turnkey contract for construction of 400 kV switchyard at Vindhyachal Super Thermal Power Project, Stage-V (1x500 MW) from NTPC. 8. Turnkey contract for procurement and construction of 132/33 kV substation at Gangwara and construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Gangwara, ICB No.5/ Package-G-BSEB/ADB/2010 from BSEB. (ADB funded). 9. 51.9 KTPA, 235 KA DC power distribution system for pot lines involving 3000 MT of aluminium work, for 80 pots for Hirakud smelter expansion project at Hirakud, Odisha for Beroa Uniseven Refractory Services Pvt Ltd, Kolkata. The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule: 1. Supply, erection, testing and commissioning of fuel oil handling system package for Prayagraj Thermal Power Project (3x660 MW) at Tehsil-Bara, Dist. Allahabad, Uttar Pradesh. 2. Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong. 3. Turnkey contract for procurement and construction of 132/33 kV sub-station at Dhanaha, Construction of 132 kV bays one each at Bettia, Sasaram, Mohania, Dinara, Lakhisarai and Sheikpura and Construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Dhanaha, ICB No. 5/ Package-G-BSEB/ADB/2010 from BSEB. (ADB funded); 4. Turnkey contract for construction of 160 km 132 kV double circuit mbarara- nkenda transmission and associated sub-station UETCL/WORKS/ 2011/00003 from Uganda Electricity Transmission Company Limited, Uganda in joint venture with M/s. Kalpataru Power Transmission Limited; 5. Turnkey contract for construction of 400/220/66 kVSwitchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC. 6. Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor (Kurnool) from APTRANSCO. 7. Turnkey contract for supply, civil, erection, testing and commissioning of 400/220 kV sub-station at Urvakonda in Ananthpur District of Andharapradesh from APTRANSCO. 8. Contract for supply, inland transportation, insurance, installation, testing, commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd. 9. Turnkey contract for substation package for - i) Extension of 765 kV Angul sub-station, 765 kV Jharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New) substation and extension of 765 kV Angul sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh - Part-C (under Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS) Melakottaiyur sub-station under SRSS-XVIII (under Project ID278), v) Extension of Kota sub-station under RAPP 7&8, Part A (under Project ID 295) for PGCIL. 10. Turnkey contract for supply, erection, testing and commissioning of 400/220 kV sub-station at Asupaka and extension of 400 kV & 220 kV power supply to Indira Sagar Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission Corporation of Andhra Pradesh Ltd. 11. Turnkey contract for construction of (2x160+2x50) MVA, 220/132/33 kV Grid Sub-station Sonenagar (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd. 12. Turnkey contract for construction of (2x160+2x50) MVA, 220/132/33 kV Grid sub-station Samastipur (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd. During the year, the Company was successful in bagging many prestigious orders, the major amongst them are: 1. Design, manufacture, testing at manufacture's works and delivery of equipments required for work of construction of (2x160+3x50) MVA, 220/132/33 kV Grid sub-station, Musahari (Muzaffarpur) complete with (SAS) under Special Plan/BRGF, Phase-III against NIT No. -477/PR/BSPTCL/2013 on turnkey basis on firm prices. 2. Supply relating to Balance of Plant (BOP) and construction package for Coal Fired Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp. (P) Ltd. at Haldia, West Bengal. 3. Contract for supply of equipment for 400/220 kV GIS sub-station and associated 400 kV LILO at Patran in the state of Punjab. 4. Turnkey contract for sub-station Package S1 for extension of 765 kV Solapur sub-station and extension of 765 kV Aurangabad sub-station under Transmission System associated with Inter-regional System Strengthening Scheme for WR & NR-Part A, extension of 765 kV Raichur sub-station and extension of 765 kV Kurnool sub-station under system strengthening in Southern Region-XXII. 5. Turnkey contract for portion of work of sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under transmission system associated with Bus Reactor & ICT in WRTS. 6. Turnkey construction of (2x160+2x50) MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF) Phase-III -Part-II. 7. Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana. 8. Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer ) and Augmentation work at existing 400 / 220 kV GSS Akal ( Jaisalmer ) on turnkey basis (ADB funded). 9. Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL. 10. Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh sub-station extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line. 2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur sub-station with 2x50 MVAR Line Reactors. 11. Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii ) extension of 400 kV Tuticorin pooling station. 12. Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) sub-station and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region. 13. Turnkey contract for substation package SS01 for 765/400 kV Chittorgarh (New) substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region. Energy Sale Business: The Company's renewable energy generation business has passed through a difficult time for the last 2 years. The wind mills couldn't run to its full potential due to problems in evacuation of power. However, the Government is now in the process of formulating separate policies for the renewable energy sector. The Company is hopeful of revival of the renewable energy sector. The Company sold 62.24 million units of energy (power) during 2014-15, earning revenue of 2103.48 lakhs. To stabilise the energy sale business, the Company is considering the proposal to enter into Group Captive Schemes. There was no change in the nature of business of the Company during the year under review. Material Changes and Commitments No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company. However, one of the subsidiary Company, M/s. Simran Wind Project Ltd. had disposed off some old Wind Power assets in May, 2015 which doesn't have any adverse material effect on the financial position of the Company. Significant and material Orders by Regulators No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. Internal Financial Control The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company. Subsidiaries & Associates Your Company has two material non-listed subsidiaries namely Simran Wind Project Limited (SWPL) and Patran Transmission Company Ltd. (PTCL). SWPL is engaged in the business of green power generation with a capacity of 162.35 MW spreading across Tamilnadu and Karnataka and has generated 238.20 million units during the year under review and earned revenue of Rs. 10,477.13 lakhs. PTCL was awarded as a concession from PFC Consulting as a BOOM project to the Company to build the transmission network in Punjab. The required land has been acquired and the construction of the project will start soon and is expected to be completed on schedule time. The financial details of PTCL shall be available once the operations start. The Annual Reports of the subsidiary companies are not attached to the Annual report, however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company and of its subsidiary, during working hours. Relevant financial information of the subsidiary/s have been disclosed in this Annual Report. Outlook & Opportunities One of the most critical components of infrastructure is power or electricity which affects the economic growth and well-being of any nation. Sustainable growth of any Country including India depends upon existence and development of adequate infrastructure. The power sector in India is most diversified because of the various sources of power generation ranging from conventional ones such as coal, lignite, natural gas, oil, hydro and nuclear power to other viable non-conventional sources such as wind, solar, and agriculture and domestic waste. There is a huge gap between the demand and generation of electricity in India and the gap is narrowing day by day. The Indian power sector is undergoing a significant change that is redefining the industry outlook. Sustained economic growth continues to drive demand for power in India. The Government of India's promise to provide 24x7 power to all has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing on both market side as well as supply side (fuel, logistics, finances and manpower). Further, the storage technologies are gaining recognition as the key to address the key priorities of policy makers such as smart cities, renewable integration and energy access. Government of India has announced series of initiatives in past 6 months like enhancing the target for National Solar Mission, accelerating wind energy adoption, Deendayal Upadhyaya Gram Jyori Yojana, 100 Smart Cities and 1000 microgrids and creation of National Standing Committee on Energy Storage and Hybrid systems by Ministry of New and Renewable Energy that have a direct impact on opportunities for this sector. MNRE is currently working on the policy framework to launch "National Energy Storage Mission" later this year. "Make in India" campaign of Indian Government has introduced series of incentives that are resulting in interest from global leaders on setting up or expanding existing manufacturing in India through partnerships with Indian Industry. To achieve a sustainable growth, energy security is of paramount importance for which large scale integration of renewable generation shall play a prominent role. Renewable energy has the inherent advantage of greater resource flexibility of a distributed energy system. In this direction, transmission plays a central role to facilitate seamless flow of electricity in a reliable and affordable manner, increasing efficiency with the application of smart grid technologies. Towards this, the "Green Energy Corridor" is one of the most appreciable efforts as the renewable energy sector is coming into increasing focus in the context of climate change vis-avis concern on energy security. Your Company has once again become the first one to participate in the Green Corridor Projects and bagged many prestigious Orders. If the initiatives taken by the present Government materialises on ground, your Company shall be benefitted the much and shall grow at a faster pace. Your Company has the capability and adequate preparedness to face the new developments and diversified challenges happening recently in the power sector. Meetings of Directors Board Meeting During the year 2014-15, the directors were met five times inter-alia to review the operation of the company and to discuss the financial results as well as the future business plans / strategy of the company in the board meetings held on May 24, 2014; July 26, 2014; September 11, 2014, November 7, 2014 and February 07, 2015. Independent Directors Meeting The Independent Directors had met on March 17, 2015 to review the performance of non-independent directors and the Chairperson of the Company including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant fields vis-s-vis the business of the Company. Directors and Key Managerial Personnel At present, the Board has Five Independent (NonExecutive) Directors, One Managing Director (Executive) and Two Non-Independent Non-Executive Directors. As per the requirement of the Companies Act, 2013 all the five independent directors on the board have been re-appointed for tenure of 5 years by the Shareholders at the last Annual General Meeting held on July 26, 2014. Woman Director Ms. Avantika Gupta, who was appointed as Woman Director (Additional Director) by the board on 07th February, 2015 in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. She is seeking confirmation of her appointment by the Shareholders at the ensuing Annual General Meeting. She is a Non-Independent Non-Executive Director appointed in terms. A brief profile of Ms. Gupta is given below: Ms. Avantika Gupta, aged about 25 years residing at 2B, Hastings Park Road, Block-C, Alipore, Kolkata-700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 2 years. Director retiring by rotation Mr. Ankit Saraiya, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed by the shareholders. A brief profile of Mr. Ankit Saraiya is given below: Mr. Ankit Saraiya aged about 29 years residing at Flat - D, Block - C, 2B, Hastings Park Road, Kolkata - 700027 is a Bachelor of Science (Corporate Finance & Accounting) with Minor in Computer Information Systems from Bentley University in Waltham, Massachusetts, U.S.A with sound financial and commercial knowledge and experience of more than 5 years in the related field. Statement on declaration by Independent Directors A Statement on Declaration by Independent Directors under sub-section (6) of section 149 of the Companies Act, 2013 is attached with the report as a separate annexure. Key Managerial Personnel In terms of the Companies Act, 2013, the Company has appointed Mr. P. P. Gupta, Managing Director, Mr. P. K. Lohia, President Finance & CFO and Mr. N. Brahma, Company Secretary as Key Managerial Personnel (KMP) during the year and there is no change in them till date of this report. Directors' Responsibility Statement Your Directors confirm: a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures; b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company's state of affairs and profit at the end of the financial year, and applied them consistently; c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities; d) That the accounts for the period ended March 31, 2015 are on a going-concern basis. e) That proper internal financial control have been laid down and followed by the company and that such internal financial control is adequate and is operating effectively. f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Nomination and Remuneration Policy The Nomination and Remuneration Committee of the Board comprising three independent directors has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. During the year under review, the Committee had recommended appointment of one nonexecutive director (woman director). In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. Corporate Social Responsibility (CSR) The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence to the CSR Policy, the Company is engaged in social activities and contributes for the cause of the society on various areas. The Company has contributed C 1.20 Crores to Shri Ambesh Soubhagya Mewad Charitable Trust, Mumbai towards education. Risk Management Policy The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk management Committee has been briefly mentioned in the Corporate Governance Report. Vigil Mechanism The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general. Audit Committee The Company has duly constituted Audit Committee in place with 4 independent directors as its members. The Audit Committee had met four times during the year under review. The details of the committee including its role and responsibilities are given in the Corporate Governance Report. Deposits The Company has not accepted any deposits from public or others during the year under review. Auditors The present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the 14th Annual General Meeting subject to ratification at every Annual General Meeting. Therefore, the appointment of the Auditors of the Company shall be ratified at the ensuing Annual General Meeting. The Auditors have conveyed their eligibility to continue with the appointment. Auditors Report The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended March 31, 2015. Secretarial Audit Report The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the Secretarial Audit for the year ended March 31, 2015 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board. Cost Audit The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2013-14 to the Board during the year under review. The Cost Audit for the year under review is conducted on time and the Report for the year ended March 31, 2015 will be forwarded to the Central Government within the statutory time limit. The Board of Directors had reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379, as the cost auditors of the Company under section 148 of the Companies Act, 2013 for 2015-16. Share Capital There was no change in the share capital of the Company during the year under review. The Company has not issued any shares with differential voting rights, sweat equity, shares under stock option schemes etc. and also has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Stakeholders Relationship Committee The Stakeholders Relationship Committee was established in the last year in terms of the Companies Act, 2013 which looks after the Grievances of Stakeholders. No such grievances have been received in the year under review that required the attention of the Committee for resolution. However, one request for issue of demand draft in lieu of expired dividend warrants was received through SCORES and was resolved within stipulated time. Investor Education and Protection Fund The Company has transferred a sum of C 86,635/-, being the unpaid / unclaimed dividend for the year ended March 31, 2007, to the Investor Education and Protection Fund on September 17, 2014 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended March 31, 2008 that remains unpaid / unclaimed is due for transfer by September 20, 2015 which can be claimed by August 20, 2015. Particulars of Employees The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company's executives and staff. During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report (Annexure V). Corporate Governance As stipulated under Clause 49 of the Listing Agreement a report on Corporate Governance and a Certificate from M/s S. S. Kothari & Co., Practicing Chartered Accountants, confirming compliance with the requirements of the Corporate Governance is attached to this report. Particulars of Loans and Gurantees The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year. Particulars of Contracts or Arrangements with Related Parties: The Company has not entered into any contract or arrangement with related parties during the year under review. However, the some minor business transactions entered into with related parties have been disclosed in the notes to the annual accounts which forms part of the Annual Report. Management Discussion and Analysis A management discussion and analysis report is annexed and forms an integral part of the annual report. Acknowledgements Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company's bankers for their continued support to the Company. The Directors look forward to their support in future. For and on behalf of the Board of Directors (P.P. Gupta) Chairman Place: Kolkata, Date : May 22, 2015 |