Your Directors take pleasure in presenting the 19th annual report, along with the audited accounts of the Company, for the year ended March 31, 2024.
Financial Performance
Brief financial details of its EPC business and Power Generation business are provided below:
| |
|
in Lakhs)
|
| |
Year ended
|
Year ended
|
| |
March 31, 2024
|
March 31, 2023
|
|
Profit before finance cost and depreciation-Continuing Operation
|
35,835.29
|
19,274.83
|
|
Profit before finance cost and depreciation-Discontinued Operation
|
(345.85)
|
13,022.11
|
|
Less:Finance Cost
|
1,641.66
|
1,065.76
|
|
Depreciation
|
748.04
|
2,419.14
|
|
Profit before tax
|
33,099.74
|
28,812.04
|
|
Provision for taxation
|
6,126.15
|
6,974.56
|
|
Profit after taxation
|
26,973.59
|
21,837.48
|
|
Balance brought forward from previous year
|
72,275.27
|
52,690.83
|
|
Appropriations
|
99,248.86
|
74,528.31
|
|
Transfer to general reserve
|
-
|
-
|
|
Final Dividend Paid
|
6,457.14
|
2,199.20
|
|
Transfer from OCI-Re-measurement of defined benefit obligations
|
19.78
|
53.84
|
|
Transfer from OCI on sale of equity share
|
(3,400.20)
|
-
|
|
Surplus carried to balance sheet and OCI
|
96,172.14
|
72,275.27
|
| |
99,248.86
|
74,528.31
|
Dividend
Your directors have recommended a dividend of ?7/- per equity share of nominal value of ^2/-each for the financial year 2023-24.
Reserves
Your Directors have not transferred any amount to General Reserve for the year under review.
Operational Performance
During the year under review, your Company has registered turnover of ^1,66,817.14 Lakhs from EPC Business, ^1,043.80 Lakhs from the
Energy (Power) business (continued operation) and also earned other operating revenue of ^225.78 Lakhs. The profit after tax was at ^26,973.59 Lakhs.
Credit Ratings
During the year under review, the Company has obtained credit ratings from ICRA for its short term and long term facilities. For brief details of credit ratings refer Report on Corporate Governance.
Share Capital
The paid-up equity share capital as on March 31, 2024, was ^21,52,38,038. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
The Board of Directors in its meeting held on February 13, 2024, approved a proposal of fund raising through Qualified Institutional Placement (QIP) among other modes pursuant to Section 42, 62 of Companies Act, 2013. The same was also approved by the members by way of Special Resolution passed through Postal Ballot on April 22, 2024.
Pursuant to the approvals of the Board and Members respectively, the Company raised ^1,250 crores through a Qualified Institutional Placement (QIP) route. The entire process saw healthy participation by highly reputed global and Indian investors.
Total 86,80,555 Equity Shares were issued and allotted at a price of ^1440 per Equity Share at a discount of 4.42% to the floor price. The issue price as above includes a premium of ^1438 per Equity Share. Pursuant to the allotment of Equity Shares as above, the paid-up equity share capital of the Company stands increased to ^23,25,99,148, comprising 11,62,99,574 Equity Shares of ^2/- each as on July 19, 2024. Final Listing and trading approval was received from both the Stock Exchanges viz., BSE and NSE on July 22, 2024.
Projects
During the year 2023-24 the following projects were completed successfully:
1. Contract for the work providing all services
2. Supply & Service Contract for Design, Engineering, Manufacture, testing at manufacturer's work, supply of material/ equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey
basis Including design for civil works for establishment of 765/400KV GIS substation at Khavda and remote bay extension of 765KV AIS at Bhuj Substation in the state of Gujarat
3. Supply & Service Contract for Design, Engineering, Manufacture, assembly and Testing at manufacturer's work, packing & forwarding /dispatch, supply of material/equipment with mandatory spares, transportation including transit Insurance on FOR site on lump sum turnkey basis Including design for civil works for 400/230KV Karur Pooling station along with 2 Nos. of 500MVA, 400/220KV Transformer & 2 Nos. of 125MVAr, 400kv Bus reactor for "Evacuation of Power from RE Sources in Karur / Tiruppur Wind Energy Zone (Tamil Nadu) (2500MW).
4. Contract for Engineering, Procurement & Construction of Extension of Kara Substation & NEW 161/20 KV Substation at Mango in TOGO.
5. On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project - World Bank Funded Intra-State-Assam of PGCIL.
6. Contact for establishment of 2x500MVA, 400/220 kV GIS Substation at Kasargoda & Extension of 400kV Bays at Udupi.
7. Supply & Service contract of 33/11KV Substations, Distribution substations along with associated lines and related works
on turnkey basis in Srinagar circle of UT of Jammu & Kashmir under prime Minister's Development package (PMDP)
i.e. of Flue Gas Desulphurization (FGD) system Package for Bokaro "A" Thermal Power Station, BTPS "A" (1x500 MW) located at Bokaro, Jharkhand.
8. Supply & Service Contract for substation Package SS01 for Construction of 400/220/132kV GIS Substation (New), Mohanlalganj, Lucknow, U.P. (including 125MVAR Bus Reactor) under "Construction of 400 /220/132kV GIS Substation, Mohanlalganj (Lucknow).
The following projects are on-going and are
expected to be completed as per schedule:
1. Procurement of Plant, Design, Supply, Installation, testing & commissioning of 500 kV Arghande (Kabul) Substation of Da Afghanistan Breshna Sherkat.
2. Supply & Service Contract for SS Pkg SS-03 (Pkg-02) for Turnkey Contract Package of Design, Manufacturing, Supply, Erection, Testing & Commissioning of 220/33 kV, 50 MVA GIS Substation at Diskit (Nubra) Including staff Quarters
& associated facilities along with 220kV Line Bay at PGCIL's existing GIS SS at Phyang, associated with Strengthening of Transmission system of LPDD (erstwhile JKPDD) under PMDP Scheme 15
3. Supply & Service Contract for Materials/ Equipment/structures/Spares/etc. for the Construction of 220kV GIS Substation and associated works at Pathanamthitta and Kakkad on Turnkey basis (Sabari SS Package).
4. Establishment of New 220/132KV SS at Nangalbibra and associated bays as per RFP and subsequent amendments issued along with enquiry documents under the Nangalbibra Bongaigang Transmission Ltd (NBTL) being executed by Sterlite Power Transmission Ltd
5. Supply & Service Contract for GIS Substation Pkg SS-90: for (i) Extn. of 765/400KV Nizamabad GIS substation including 765kV Bus ducts, Bushing,
400kV GIS bays etc. under Augmentation of transformation Capacity in Southen Region; (ii) (a) Extn. of 400/230kV
Tuticorin-II GIS S/S for Installation of 4th ICT & (b) Extn. of 400/230kV Tuticorin-II GIS S/S for Installation of 5th ICT Under Transmission system for Tirunelveli and Tuticorin Wind Energy Zone (Tamil Nadu) (500MW) and (iii) Extn. of 400kV Nizamabad GIS SS under Consultancy service to TSTRANSCO
6. Construction of 400/220 KV Sub-Station at Dhardehi (Bilaspur) (upgradation of existing 220/132 KV substation Dhardehi) on turnkey basis against tender No TR-21/02 (Rfx No. - 8100022809)
7. (First Contract) Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD)
System for Kalisindh Thermal Power Project (KaTPP), Unit# 1 & 2 (2X600MW) Jhalawar, District Jhalawar, Rajasthan,
India (Second Contract) for providing three year Operational & Maintenance service for FGD
8. Contract for EPC Package for supply and Installation of Flue Gas Desulphurization (FGD) System for Kota Super Thermal Power Station (KSTPS), Unit# 5 (1X210MW), 6 & 7 (2X195MW) Kota Rajasthan, India (Second Contract)
for providing three year Operational & Maintenance service for FGD
9. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_1
10. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_2
11. Distribution System Improvement: Turnkey contract for Supply & Construction of New/ Augmentation of 33kV / 11kV / LT lines in Tripura-Package III - LOT_3
12. Supply & Service Contract for 220kV GIS Substation Package SS-75: for (i) Extension of 220kV Drass (GIS) Substation & Extension of 220kV Alusteng (AIS) Substation under Transmission System Strengthening of Srinagar Leh Transmission System and (ii) Extension of drass and 66/11KV New Zojila East (GIS) S/S under consultancy service to NHDICL.
13. Establishment of new 2X500MVA, 400/220KV Substation at Xeldem as per RFP and subsequent amendments issued along with enquiry documents under the GOA Tamanar Transmission Project Limited (GTTPL) being executed by Sterlite Power Transmission Limited (herein after referred as "SPTL")
14. LOA for LOT-B Appointment of Advanced Metering Infrastructure (AMI) Implementing Agency for smart Metering for 2.5 Lakh Consumers in UT of Jammu & Kashmir on DBFOOT Basis" issued against RFP No GEM/2022/B/2393485 dated 04.08.2022
During the year, the Company was successful in
bagging the following Orders:
1. 765Kv AIS Substation Package - SS108 for Establishment of 765/400/220kV Karnool -III (New) S/S Including 1x125MVAR, 400kV 3ph Bus Reactor under Transmission Scheme for Evacuation of power from RE Sources in Karnool Wind Energy Zone (3000 MW) / Solar Energy Zone (1500 MW) Part-A
2. Supply, Service & Civil package for design, engineering, manufacturing, assembly, testing at manufacturer's work, packing & forwarding/dispatch, supply of material/ equipment, transportation including transit Insurance on FOR site including Civil Works on BOQ basis for 765kV AIS Bay Extension to establish Inter-State transmission system for "Transmission scheme for evacuation of 4.5GW RE
injection at Khavda PS under Phase II- Part A Lakadia, Gujarat Project."
3. Supply of Goods & Service Contract for GIS Substation Extension Package SS107 for (i) Extension of 400/220kV Rajgarh SS (Powergrid) Under Transmission system for providing connectivity to M/s VEH Jayin Renewables Pvt Ltd (ii) Extension of 765/400kV Pune, Shikrapur SS (powergrid) under Westen Region Expansion Scheme-XXXI (WRES-XXXI) and (iii) Extension
of 132/66kV Gangtok SS under Eastern Region Expansion Schemes - ERES-XXX & ERESXXXIII, Spec. No - CC/NT/W-GIS/ DOM/A04/23/00296
4. Supply of Goods & Service Contract for 400KV New SS Package - SS10T associated with "Transmission scheme for Solar Energy Zone in Ananthpuram (Ananthapur) (2500 MW) and Kurnool (1000MW), Andhra Pradesh" through Tariff Based Competitive bidding (TBCB) route
5. LOA for" Project Management Consultancy (PMC) services on Lumsum basis
which includes review of engineering, procurement, quality and execution by EPC Contractors, review of logistics management, review of field quality management, review of health-safety-environment management, review the progress in obtaining the statutory clearances, review of reports pertaining to material Inspection & field Inspection by Third Party Inspector, review of billing & Invoicing management, review of Contract Closure activities, review of project progress, etc. for establishment of - 320kV, 1X1000 MW VSC based HVDC Scheme in Mumbai
6. Supply of Goods & Service Contract for SS Package SS01 for (i) 765/400Kv Dausa New S/s including 400kV class Bus Reactor & Line Reactor and (ii) Extension of 765Kv Beawar SS associated with Transmission system for evacuation of
power from REZ in Rajasthan (20GW) under Phase-III-Part-H through tariff based competitive bidding (TBCB) route
7. LOA for the appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Metering on Design Build Finance-Own-Operate-Transfer (DBFOOT) basis under RDSS scheme.
8. Supply of Goods & Service Contract for 765kV AIS (NEW) SS Package SS-01 for Establishment of 765/400 kV 2x1500MVA at Sikar-II with 400kV (1x125 MVAR)
and 765Kv (2x330 MVAR) bus reactor (Including site levelling and related land development works) associated with "Transmission system Strengthening for Evacuation of Power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II Part-C
9. Supply of Goods & Service Contract for 765kV AIS SS Package SS-01 for Extension of 765kV Sikar-II SS associated with "Transmission system Strengthening for Evacuation of Power from Solar Energy Zones in Rajasthan (8.1 GW) under Phase-II Part-D
10. Letter of Intent (LOI) for Supply and Construction of 765KV/400KV AIS substation along with associated bay extension for "Establishment of InterState Transmission System for evacuation of power from Rajasthan REZ Ph-IV (Part-1) (Bikaner Complex): Part-B" under Neemrana Transmission Limited (NTL), being awarded to Sterlite Power Transmission Limited (SPTL).
11. Letter of Award (LOA) for "design, engineering, manufacturing, assembly, testing at manufacturer's work, packing & forwarding/dispatch, supply of material/ equipment, transportation including transit Insurance on FOR site basis receipt of material at site, unloading, storage at
site, handling at site, erection, testing &
commissioning (ETC) of all the materials/ equipment and auxiliaries in all respect including Civil works on BOQ basis for 765kV Substation (AIS) at Halvad under TBCB Khavda Ph-III-Part-A Project in Gujarat State".
12. LOA for the appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Kashmir power Distribution Corporation Ltd (KPDCL) on DBFOOT basis issued against Gem bid No GEM/2023/3138132
13. Supply, Erection, Commissioning & Testing of twelve (12) nos. 33/11 KV E-House substation (Containerized s/s) for developing 11 KV infrastructure at prospective location in DVC command area and construction of two (2) nos. central Control Room on Turn Key Basis.
14. Supply and Service Contract for 765KV Substation (New) Package SS-11T for Establishment of 3x1500MVA (765/400kV), 5x500MVA (400/220KV) station at suitable border location near Bidar including 400kV, 125MVAR Bus Reactor under "Transmission Scheme for Solar Energy Zone in Bidar (2500 MW), Karnataka" though Tariff Based Competitive Bidding (TBCB) route
15. LOA for the work of appointment of Advanced Metering Infrastructure (AMI) Service Provider for Smart Prepaid Metering in Ranchi, Medininagar & Hazaribagh Transformer Metering, Feeder Metering, Feeder Metering and energy accounting under RDSS Scheme
16. LOA for the appointment of Advanced Metering Infrastructure Service Provider (AMISP) for Smart Prepaid Consumer
& system Metering in Tripura State on DBFOOT basis under Revamped Distribution Sector Scheme (RDSS)
Material Changes and Commitments
No material changes, except the raising of funds through Qualified Institutional Placement (QIP), have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.
Significant and material Orders by Regulators
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.
Internal Financial Control and Internal Audit
The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
To maintain its objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee and present their observations before the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls.
The Audit Committee reviews the reports submitted by the Internal Auditors in its quarterly meetings.
Subsidiaries/Associates/Joint Ventures:
Material Subsidiary
Your Company doesn't have any material subsidiary.
Non-material Subsidiary and Associates
Your company has the following non-material non-listed subsidiaries namely:
Techno Infra Developers Private Limited;
Techno Green Energy Private Limited;
Techno Digital Infra Private Limited;
Techno Wind Power Private Limited;
Techno Data Center Limited;
Rajgarh Agro Products Limited; and Techno AMI Solutions Private Limited Techno Electric Overseas Pte. Ltd.
Techno AMI Solutions 1 Private Limited (w.e.f. 06.11.2023)
Techno AMI Solutions 2 Private Limited (w.e.f. 19.02.2024)
Techno AMI Solutions 3 Private Limited (w.e.f. 20.03.2024)
Techno AMI Solutions 4 Private Limited (w.e.f. 29.03.2024)
NERES XVI Power Transmission Limited (w.e.f. 30.05.2024)
NERGS-I Power Transmission Limited (w.e.f. 30.06.2024)
Your company doesn't have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries during the year under review.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the
Company's subsidiaries in Form No. AOC-1 is attached to the financial statements.
The Annual Reports of the subsidiary companies are not attached to the Annual report. However, the same be made available at the Registered Office / Corporate Office of the Company for inspection by members during working hours and also available at the website at https://www. techno.co.in/investor/financials/financial result. Relevant financial information of the Subsidiaries has been disclosed in this Annual Report as required.
Outlook and Opportunities
The consistent economic growth, aspiration of becoming a developed economy by 2047 and the transformation of lifting millions of people out of poverty calls for significant buildup of infrastructure and expansion of manufacturing base which in turn gives as rise the energy demand by 2-2.5 times from the existing level. India is among the few countries which have been successful in managing the energy affordability, energy security and sustainability against turbulent world economy and rising energy costs. Renewables and Nuclear power may play critical role in energy transition but thermal power by using coal sustainably shall play the major role to meet the energy demand.
Advanced Metering Solutions:
The focus of policy reforms in the power distribution sector is on ensuring the financial viability and sustainability of distribution utilities. The flagship Revamped Distribution Se-ctor Scheme (RDSS) is actively progressing, with a focus on enhancing the operational efficiency of discoms through in-itiatives such as network strengthening, smart metering and capacity building. Smart metering has shown unprecedented growth in the past few years.
The technology has improved significantly and enhanced efficiency for power distribution companies. The deployment of advanced metering infrastructure (AMI) is enab-ling
utilities to achieve two-way com-mu-nication between utilities and consumers, which facilitates real-time monitoring and management of energy consumption and can help reduce losses in the distribution system. The government plans to convert all meters to smart prepaid mode by 2025-26. TEECL has established its credibility as a dependable AMI-SP in the Indian energy space and has emerged as a winner in multiple bids under RDSS, with the current tally at around 2.5 million Smart meters amounting to more than ^3,000 crores. We are actively bidding for projects with a vision of installing 10 million Smart meters by 2025.
Flue Gas Desulfurization (FGD):
Thermal power plants (TPPs) are responsible for large volumes of emi-ssions, making the reduction of pollutants such as SOx, NOx and particulate matter a top priority for power plant operators. India currently has coal and lignite-based plants with a total capacity of 213,666 MW, yet only 24 units, totalling 10,600 MW, have been equipped with flue gas desulfurisation (FGD) systems. Despite Indian coal having a relatively low sulphur content of, TPP developers are compelled to import coal due to rising power demand and domestic shortages. Impor-ted coal may have a higher sulphur content, contributing to additional CO2 emissions. This is a result of implementing FGD system and using high-sulphur coal, adding to the CO2 released du-ring coal combustion in TPPs. While several technology solutions are avai-lable to help TPPs meet the prescri-bed norms, FGD is one of the most commonly used methods for SOx control.
TEECL has fortified our prowess in Flue Gas Desulphurisation (FGD) technology, underlining our unwavering commitment to innovation and sustainability. Our recent accomplishments, including securing contracts for large-scale FGD projects, are a testament to our client's trust in our capacity to provide indispensable solutions within the power sector. We eagerly await forthcoming opportunities in this segment.
Data Centre:
The data centre market in India benefits from favourable factors such as low data charges, government incentives, a large internet user base, and availability of a skilled workforce.
The country's cost of data centre development is significantly lower compared to developed countries, making it an attractive destination for investment and growth. Additionally, the Indian cloud market is exhibiting impressive growth, and the e-commerce market is poised for significant expansion by 2030.
With the advent of 5G technology, increased multi-cloud usage, and data localisation policies, the data centre industry in India is expected to double its stock to 20 million sq. ft. by 2025. This presents immense opportunities for investment and development in the sector, making it a strategic and lucrative area for growth.
To leverage this growing opportunity, TEECL have taken proactive steps to capitalise on the expanding data centre market. Continuing our growth trajectory, we are actively exploring opportunities to expand our data centre portfolio across the country. Leveraging our in-house capabilities and market positioning, we are dedicated to driving our data centre business forward, contributing to India's dynamic data centre industry. With a vision to revolutionize digital infrastructure, TEECL is dedicated to establishing data centers with an investment of USD 1 billion by FY 2030.
Listing of shares
The equity shares of the Company are listed with BSE Limited (Code: 542141) and the National Stock Exchange of India Limited (Symbol: TECHNOE).
Directors
As on March 31, 2024, the Board consisted of Six Independent (Non-Executive) Directors including one Woman Independent Director,
One Managing Director (Executive), One Wholetime Director (Executive) One Non-Independent
Woman Director (Non-Executive) and One Professional Director (Non-Executive).
On June 28, 2024 on recommendation of the Nomination & Remuneration Committee there was a change in designation of Mr. Shailesh Kumar Mishra (DIN:08068256) from Independent Director to Non-Executive NonIndependent Professional Director by the Board.
Appointment/ Reappointment / Resignation of Director
Appointment
Mr. Shailesh Kumar Mishra:
During the year under review, on recommendation of the Nomination & Remuneration Committee, the Board appointed Mr. Shailesh Kumar Mishra (DIN:08068256) as an additional Independent Director on November 10, 2023 and subsequently, his designation was changed to Non-Executive Director in Professional capacity on June 28, 2024 and will be confirmed at the ensuing Annual General Meeting.
Brief Profile
Mr. Shailesh Kumar Mishra aged about 60 years residing at A702, Time Residency, Sector - 63, Gurugram, Haryana - 122011. He has more than 38 years of experience at different levels and areas in Power Sector Companies like, NTPC, POWERGRID and Solar Energy Corporation of India Ltd. (SECI).
Mr. James Raymond Trout
Based on recommendation of Nomination & Remuneration Committee, Mr. James Raymond Trout (DIN:10566465) was appointed as an Additional Director in Professional capacity on March 29, 2024 subject to the approval of Members.
Brief Profile
Mr. James Raymond Trout holds a Bachelor's degree in Chemical & Materials Engineering
with Bank of America, mostly in New York,
San Francisco, Hong Kong and Japan. His last assignment was as Chief Executive of Bank of America in India. Mr. Duggal is the Founder of "Arun Duggal Centre of Excellence for Research in Climate Change and Air Pollution" at Indian Institute of Technology, Delhi, India. He is also the Co-Founder of Yardi School of Artificial Intelligence (ScAI) at IIT Delhi. He is the Founder of Centre of ESG Research Centre (CESGR) at IIM, Ahmedabad. Mr. Duggal is a Trustee of Chennai Mathematical Institute (CMI) a Centre of Excellence for Teaching and Research in Mathematical sciences.
Mr. Arun Duggal is the Independent NonExecutive Chairman of ICRA (A Subsidiary of Moody's USA). He is also the NonExecutive Chairperson of J. B. Chemicals & Pharmaceuticals Limited, Independent Directors and Chairperson of Audit Committee of ITC Limited, Lead - Independent Director and Chairperson of Nomination & Remuneration Committee of Dr. Lal Path Labs Ltd. and Independent Director and Chairperson of Audit Committee of ASK Automotive Limited.
He has also served as Chairperson and on the Board of other companies in India, Korea, Australia, Taiwan, Singapore, London and South Africa. Mr. Duggal is the Founder of Women on Corporate Boards program in India.
Re-appointment Ms. Avantika Gupta
In accordance with the requirements of the Act and the Company's Articles of Association, Ms. Avantika Gupta(DIN:03149138), NonExecutive Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment, be reappointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:
Brief Profile
Ms. Avantika Gupta, aged about 34 years residing at 34, Raja Santosh Road, Alipore, Kolkata-700027 is a Bachelor of Science
from California State Polytechnic University-Pomona, and a Master of Business Administration from The Wharton School of University of Pennsylvania.
He has combined an innate understanding of Data Center investments, real estate, technology and team building to create uniquely profitable enterprises. In the data center industry, he was a leader in developing the practices of modularization, campus scale and integration of power assets, and ultra-efficient application of green power technologies and controls. James founded and serves as the CEO of Clean Arc Data Centers, bridging clean energy with the commissioning of best in class Hyper scale data centers throughout North America. He has also founded and served as Founder, CEO, and CTO of Vantage Data Centers, a Silver Lake Partners company from its inception.
Collectively, Mr. Trout has led in excess of $700M in initial capital raises towards these enterprises with limited partner profits exceeding $2B.
Mr. Arun Duggal
Based on recommendation of Nomination & Remuneration Committee, Mr. Arun Duggal (DIN: 00024262) was appointed as an Additional Director on August 13, 2024 subject to the approval of Members at the ensuing Annual General Meeting.
Brief Profile
Mr. Arun Duggal aged about 77 years is a Citizen of USA and resident of India residing at DLF Camellias, Gurugram, Haryana and in Kasauli, Himachal Pradesh, India. A Mechanical Engineer from the prestigious Indian Institute of Technology, Delhi and recipient of Distinguished Alumni Service Award. Mr. Duggal holds an MBA from the Indian Institute of Management, Ahmedabad and recipient of Distinguished Alumni Award.
Mr. Duggal is an experienced international Banker and has advised companies and financial institutions on Financial Strategy, M & A and Capital Raising. He had a 26 years' career
(Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 8 years.
Retirement Mr. K. Vasudevan
Mr. K. Vasudevan, (DIN:00018023) Independent Director was retired from the Board at the Annual General Meeting held on September 26, 2023. The Company places on record its sincere appreciation of the contribution of Mr. Vasudevan during his tenure on the Board of the Company.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are -
Mr. Padam Prakash Gupta, Managing Director,
Mr. Ankit Saraiya, Whole-time Director,
Mr. Pradeep Kumar Lohia, Chief Financial Officer;
Mr. Niranjan Brahma, Company Secretary and Compliance Officer.
Declaration by independent directors
The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration is attached with the report as a separate annexure.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Meetings of Directors
Board Meeting
During the year 2023-24, Six meetings of the board of Directors of the Company were held. The details of the meetings of the board are available in the corporate governance report, which forms part of this report.
Independent Directors Meeting
The Independent Directors of the Company had met on March 29, 2024 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.
The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis-s-vis the business of the Company.
Annual Evaluation of Board Performance and performance of its Committees and Individual Directors
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
themselves with the Company, its management, its operations and above all, the industry perspective and issues. For details of familiarisation programme refer the Report on Corporate Governance.
Nomination and Remuneration of Directors
The Nomination and Remuneration Committee of the Board comprises three directors as its members with one independent director as its Chairman. It has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees.
The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Corporate Social Responsibility (CSR)
The Company has in place a Corporate Social Responsibility (CSR) Committee comprising of three independent directors and one nonexecutive director. The Committee acts as per the CSR policy which provides guidelines to conduct CSR activities of the Company.
The CSR policy is available on the website of the Company at https://www.techno.co.in/ investor/codes and policies. During the year, the Company was supposed to spend ^517.70 lakhs. It has spent ^404.11 lakhs towards CSR projects and transferred ^113.59 lakhs relating to the ongoing projects, to the Unspent CSR Account opened with ICICI Bank. The statement on CSR activities, in terms of Section 135 of the Companies Act, 2013 ('Act'), is annexed to this report.
Stakeholders Relationship Committee
The Company has in place a Stakeholders Relationship Committee comprising of three directors with one independent director as its Chairman. The Committee meets once in every quarter to look after the Grievances of Stakeholders. The Company is also registered with SCORES (the investor compliant/grievance platform), to facilitate the stakeholders to register
their complaints / grievances. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Dividend Distribution Policy
In terms of Regulation 43A of the Listing Regulations, the Company has in place a dividend distribution policy. The object of the policy is to share profit of the Company with the shareholders appropriately and to ensure funds are available for the growth of the Company. The policy inter alia describes the circumstances under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy for utilization of retained earnings and the parameters with respect to different classes of shares for declaration of dividend. The said policy shall be available at the Company's website at https://www.techno.co.in/investor/ codes and policies.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;
b) That the selected accounting policies are reasonable and prudent so as to give a true
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated and the performance of the Board, its committees and individual Directors was discussed.
Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee (NRC) is responsible for determining qualification, positive attributes and independence of a Director. The NRC has formulated the policy and recommend to the Board, the remuneration of the Directors, KMP etc.
In line with this requirement, the Board has adopted policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, KMP etc. of the Company, is available on Company's website at https://www.techno. co.in/investor/codes and policies.
Familiarisation Programme for Directors
All Board Members of the Company are accorded every opportunity to familiarize
Risk Management
The Company has a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors is to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks.
The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company.
The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Vigil Mechanism
The Company has established the vigil mechanism that provides a formal mechanism for all Directors, employees and vendors and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company. The Vigil Mechanism comprises the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
Audit Committee
The Company has an Audit Committee in place with three independent directors and one non-independent director as its members. One independent director is the Chairperson of the Committee. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.
Report on Corporate Governance
A report on Corporate Governance and a Certificate from Mr. Amarendra Kumar Rai, Proprietor, Amarendra Rai & Associates, Membership No. F8575, C.P. No.9373, confirming compliance with the requirements of the Corporate Governance is annexed to this report.
Particulars of Loans, Guarantees and Investment
The loans given or guarantee provided by the Company for loans taken by others are within the limits prescribed under Section 186 of the Companies Act, 2013 and have not made any intercorporate investments beyond the limits prescribed under the aforesaid section during the year. The loans were normally given to Special Purpose Vehicle (SPV) companies in the ordinary course of business during the year under review.
Particulars of Contracts or Arrangements with Related Parties:
The Company has entered into contracts or arrangements with its Related Parties mainly Special Purpose Vehicle (SPV) companies in the ordinary course of business during the year under review in compliance with the guidelines of its policy and the Act. The business transactions entered into with the related parties have been disclosed, if applicable in the notes to the annual accounts which form part of the Annual Report.
Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The said policy is available at the website of the
and fair view of the Company's state of affairs and profit at the end of the financial year, and applied them consistently;
c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;
d) That the accounts for the period ended March 31, 2024 is on a going-concern basis.
e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.
f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Deposits
The Company has not accepted any deposits from public or others during the year under Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014.
Auditors
Statutory Auditor and Statutory Auditors' Report
The Auditors M/s. Walker Chandiok & Co. LLP, Chartered Accountants have audited the books of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers of the Auditors mentioned in the said Report.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.
The Board had appointed M/s. Babulal Patni, Company Secretary in Practice, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25 and they have conducted the audit and submitted the report which is annexed to this report. There are no qualifications or reservations or adverse remarks or disclaimers in the said secretarial audit report.
Cost Auditors and Cost Audit Report
In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant of its energy (power) division. The Board of Directors of the Company had appointed Mr. Saibal Sekhar Kundu, Cost & Management Accountant, as the cost auditors of the Company on the recommendation of the Audit Committee.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company.
The Cost Audit for the year under review be conducted on time and the Report for the year ended March 31, 2024 will be forwarded to the Central Government within the statutory time limit.
Annual Return
The Annual Return of the Company as on March 31, 2024 in the prescribed Form is available on the website of the Company at https://www. techno.co.in/investor/securities/share.
Investor Education and Protection Fund (IEPF)
A sum of ^1,61,990/- being the unpaid / unclaimed final dividend for the year ended March 31, 2016 has been transferred to the
Investor Education and Protection Fund on September 11, 2023.
The Company has transferred 44 Equity shares to the Investor Education and Protection Fund in compliance with rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 during the year 2023-24.
Particulars of Employees
During the year, no employee of the company was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.
Business Responsibility and Sustainability Report (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY24 in the prescribed format, is annexed and forms an integral part of the annual report.
The BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct' (NGRBC). This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.
The Integrated Report communicates your Company's performance on financial and nonfinancial aspects to all stakeholders, underlying the priority of our leadership and strategy towards value creation as well as commitment to a more sustainable future with low-carbon smart energy solutions giving more power to you.
Our commitment to Environment, Social and Governance (ESG) is available in our website https://www.techno.co.in/sustainability.
Company https://www.techno.co.in/investor/ codes and policies.
There is a committee called POSH Committee is in place with the members viz., Ms. Avantika Gupta, Non-Executive Director as Chairperson, Mr. Ramesh Chandra Agarwal, Executive Director (Mechanical), Mr. Ajay Khajuria, Asst. Vice President & CHRO, Ms. Moumita Som, Dy. Manager (HR), as internal Members with one Independent External Member Ms. Shahida Hussain, who is a consultant on POSH. The role of the POSH Committee is to look after the complaints and for prevention and redressal of the grievances relating to sexual harassment. No compliant was received during the year under review. The Company had organised 4 Awareness workshop during the calendar year 2023 that was attended by 238 employees. The Committee also submitted its Annual Report with relevant Authorities in compliance with Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Management Discussion and Analysis
A management discussion and analysis report is annexed and forms an integral part of the annual report.
Secretarial Standards
The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
General
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme or any stock options scheme.
iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
vi. The Statutory, Secretarial and Cost Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's report.
vii. There has been no change in the nature of business of the Company.
viii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
ix. There was no instance of onetime settlement with any Bank or Financial Institution.
Acknowledgements
Your Directors wish to express their gratitude to the stakeholders, various customers and their consultants, different government departments and the Company's bankers for their continued support to the Company. The Directors look forward to their support in future.
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