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DIRECTOR'S REPORT

Texmaco Infrastructure & Holdings Ltd.

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Market Cap. (₹) 628.85 Cr. P/BV 0.98 Book Value (₹) 50.42
52 Week High/Low (₹) 73/45 FV/ML 1/1 P/E(X) 23.47
Bookclosure 04/09/2018 EPS (₹) 2.10 Div Yield (%) 0.41
Year End :2018-03 

REPORT OF THE BOARD OF DIRECTORS

Dear Shareholders,

The Directors have pleasure in presenting the 78th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

2017-18

2016-17

Operating Profit (PBIDT)

943.98

1173.05

Less: Interest (Net)

(454.74)

(687.04)

Gross Profit (PBDT)

1398.72

1860.09

Less: Depreciation

255.63

253.44

Profit before Taxation

1143.09

1606.65

Less: Tax Expenses

CurrentTax including tax related to earlieryears

330.53

335.00

Deferred Tax

(151.93)

196.97

Profit after Taxation

964.49

1468.62

DIVIDEND

Your Directors have recommended payment of a dividend of 20% for the year ended 31st March 2018.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company continues to derive its major income from leased properties, income from strategic investments and operations of a Mini Hydro Power Unit in the District-Darjeeling, West Bengal.

REAL ESTATE

DDA has now finalized the framework for conversion of land use and the Company is awaiting formal notification from the Ministry of Housing and Urban Affairs to initiate the project activity. In meanwhile, the design development, concept design work, etc., have been initiated.

MINI HYDRO POWER PROJECT

Your Company's 3 MW Mini Hydel Power Project located on the river Neora, District- Darjeeling, West Bengal could evacuate only 3.29 MU (net) against 9.56 MU of previous year. The power generation for most of the productive period i.e. monsoon was seriously impacted due to a prolonged agitation called by the Gorkha Janmukti Nari Morcha.

OTHERS

Your Company's property at Gurgaon has yielded satisfactory returns. The Company's dividend income is satisfactory.

HUMAN RELATIONS

Your Company continues to maintain its excellent record of human relations over the decades. Your Directors appreciate the commitment and dedication of its staffs and officers.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted in the year 2014 by the Board of Directors of the Company.

The composition of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.

Your Company has tied-up with various associations / organizations/trusts for pursuing the CSR activities as envisaged under the CSR policy of the Company and has identified the area of health and education as its major CSR activity. Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

As required under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.

GREEN INITIATIVES

Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. Your Company has already started sending Annual Report, Notices, etc., through e-mails to the Shareholders, whose e-mail IDs are registered with their Depository Participants / the Company. In case a Shareholder wishes to receive a printed copy, he /she may send a request to the Company, after which a printed copy of the Annual Report will be sent. Shareholders are requested to support this initiative by registering/updating their e-mail IDs for receiving Annual Report, Notices, etc., through e-mail.

PARTICULARS OF EMPLOYEES

The number of employees as at 31st March 2018 was 31. In terms of the provisions of Section 197(1 2) of the Companies Act, 2013 (Act') read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B.

Disclosures pertaining to remuneration and other details as required under Section 197(1 2) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure C.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

During the year under review, four Board Meetings were held on 22nd May 2017, 24th July 2017, 16th October 2017 and 8th February 2018.

Changes in Directors and Key Managerial Personnel

Ms Jyotsna Poddar retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The Board has recommended her re-appointment. During the year, Mr Akshay Tandon had resigned as a Manager, Chief Executive Officer (RE- Division) of the Company with effect from 23rd September 2017 and Mr Sirajuddin Khan was appointed in his place as Manager & VP with effect from 16th October 2017.

Board Evaluation

The Company has formulated a Policy for performance evaluation of Independent Directors, Board Committees and other Directors, by fixing certain criteria, duly approved by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors.

A structured questionnaire, evolved through discussions within the Board, has been used for this purpose. Further, on the basis of recommendations of the Nomination and Remuneration Committee and the performance review by the Independent Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Committee hasapproved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent Qualified Professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and publicservice.

Your Company has a well defined Remuneration Policy for Directors, KMP and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws. During the year, there has been no change in the policy.

The policy ensures equity, fairness and consistency in rewarding the employees on the basis of performance against set of objectives. The Policy is available on our website at the link httD://www.texinfra.in/pdf/Remuneration Policv.pdf

Declaration by Independent Directors

All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.

Statutory Auditors

At the 77th Annual General Meeting (AGM) held in the year 2017, M/s G. P. Agarwal & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed by the Shareholders to hold office as such from the conclusion of the 77th AGM till the conclusion of the 82nd AGM of the Company, subject to the ratification of their appointment at every AGM. The Ministry of Corporate Affairs vide its notification dated 7th May 2018 has omitted the requirement of Shareholders' ratification at every AGM and accordingly, the Auditors will continue to hold the office as such till the conclusion of the 82nd AGM of the Company.

Cost Auditors

Your Company has re-appointed M/s DGM & Associates, Cost Accountants, for conducting the Cost Audit for FY'19 in terms of the provisions of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

Secretarial Auditor

Your Company has appointed M/s S. R. Associates & Co., Company Secretaries, for conducting the Secretarial Audit for FY'18 in terms of the provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report is enclosed as Annexure D.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and the nature of operations of the Company.

The Audit Committee periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements.

The Risk Policy document, as approved by the Board of Directors has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external, and a detailed process for evaluation and treatment of risks.

The Audit Committee also evaluates the risk management system. The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management plan for the Company including identification therein of elements of risks, if any, and such other related functions.

DISCLOSURES

(a) There has been no change in the nature of business of the Company during the year under review.

(b) There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

(c) There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

(d) Deposits

During the year, the Company has not accepted any Deposits under the Companies, 2013.

(e) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

No complaints pertaining to sexual harassment were received during FY 2017-18.

(f) Whistle Blower Policy

The details of the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to the Report of the Board of Directors.

(g) Disclosure with respect to compliance of Secretarial Standards

The Company has complied with the applicable provisions of theSecretarialStandards relating to the Board Meetingsand the General Meetings as issued by the Institute of Company Secretaries of India.

OTHER INFORMATION

Extract of Annual Return

The extract of Annual Return in Form MGT - 9 as on the financial year ended 31st March 2018 is enclosed as Annexure E and forms a part of this report.

Corporate Governance

A report on Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as a separate Annexure F and forms a part of this Report.

Particulars of Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and Investments made during the year under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Note nos. 5, 39 and 49 respectively to the Financial Statements of the Company.

Related Party Transactions

All related party transactions are reported to and approved by the Audit Committee and the Board of Directors. Prior omnibus approval is obtained on annual basis for transactions which are of repetitive in nature and are foreseen. All related party transactions during the financial year were entered in the ordinary course of business and on arm's length basis. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel which may have a potential conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.

Your Company has also formulated a policy on dealing with Related Party transactions and the same is disclosed on the Company's website. The web link for accessing such policy is http://texinfra. in/related party transactions policv.pdf

DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the accounting policies as adopted are applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) the Directors had laid down internal financial controls to be 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.

For and on behalf of the Board

S. K. Poddar

Place: Kolkata Chairman

Dated:15th May 2018 DIN: 00008654

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