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Thermax Limited

Annual Report of

Subsidiary Companies

2018-19

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Scoring a bull’s-eye implies the perfect interplay of one's own

preparedness through practice, patience and perseverance; and the

ability to gauge external weather conditions. As businesses continue

to operate in a volatile and ever-changing environment, the need

of the hour is to constantly review and enhance their capabilities,

keeping the target in focus and strike when the time is right.

About the Cover

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S U B S I D I A R I E S

DOMESTIC

► Thermax Engineering Construction Company Limited ... 2-35

► Thermax Instrumentation Limited ... 36-72

► Thermax Onsite Energy Solutions Limited ... 73-106

► Thermax Sustainable Energy Solutions Limited ... 107-124

► Thermax SPX Energy Technologies Limited ... 125-153

► Thermax Babcock & Wilcox Energy Solutions Private Limited ... 154-190

► First Energy Private Limited ... 191-222

OVERSEAS

► Thermax Europe Limited (U.K.) ... 225-230

► Thermax International Limited (Mauritius) ... 231-237

► Thermax Inc. (U.S.A.) ... 238-242

► Thermax do Brasil - Energia e Equipamentos Ltda. (Brazil) ... 243-245

► Thermax (Zhejiang) Cooling & Heating Engineering Co., Ltd. (China) ... 246-254

► Thermax Netherlands B.V. (Netherlands) ... 255-258

► Thermax Denmark ApS (Denmark) ... 259-271

► Danstoker A/S (Denmark) ... 272-280

► Ejendomsanpartsselskabet Industrivej Nord 13 (Denmark) ... 281-287

► Rifox-Hans Richter GmbH Spezialarmaturen, Bremen (Germany) ... 288-291

► Thermax SDN. BHD. (Malaysia) ... 292-298

► Boilerworks A/S (Denmark) ... 299-305

► Boilerworks Properties ApS (Denmark) ... 306-310

► Thermax Engineering Singapore PTE Ltd. (Singapore) ... 311-318

► PT Thermax International Indonesia (Indonesia)... 319-330

► Thermax Senegal SARL (Senegal)... 331-346

► Thermax Energy & Environment Philippines Corporation (Philippines) ... 347-354

► Thermax Nigeria Limited (Nigeria) ... 355-361

► Thermax Energy & Enviroment Lanka (Private) Limited (Sri Lanka) ... 362-367

► Danstoker Poland SP. ZO. O. ... 368-398

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Board of Directors

Ravinder Advani

Pravin Karve

Amitabha Mukhopadhyay

A. K. Joshi- Independent Director

Ajay Joshi- Independent Director

Registered Office

Thermax House,

14, Mumbai – Pune Road, Wakdewadi,

Pune - 411003

Auditors

SRBC & Co. LLP, Chartered Accountants

th

C -401, 4 Floor, Panchshil Tech Park,

Near Don Bosco School, Yerwada,

Pune - 411006

HDFC Bank Limited

Union Bank of India

State Bank of India

Chief Executive Officer

Upsen Umale

Corporate Office

Energy House, D-II Block,

Plot No. 38 &39,

MIDC Chinchwad

Pune-411009

Bankers

DIRECTORS' REPORT

Dear Shareholder,

The Directors present the Twenty-eighth Annual Report of the company for the year ended March 31, 2019.

FINANCIAL RESULTS

(Rs. in lakh)

Particulars 2018-19 2017-18

Total Income 4851.2 10359.67 Prot before depreciation 321.04 1799.81

Depreciation 9.51 42.47

Prot before tax 311.53 1757.34 Provision for taxation including deferred tax 277.59 1026.79 Prot after tax 33.94 730.55

STATE OF COMPANY’S AFFAIRS

For the year under review, the company’s total income is Rs. 4851.20 lakh compared to Rs. 10359.67 lakh in the previous year. The company’s prot before tax is Rs.311.53 lakh (previous year, Rs. 1757.34 lakh) and prot after tax of Rs. 33.94 lakh (previous year Rs. 730.55 lakh).

The company has order balance of Rs.2201 lakh as on March 31, 2019 which is lower than the previous order balance of Rs.5268 lakh due to continuous sluggishness as well as lower order transfer from holding company. The reason for decrease in prot is due to the lower revenue than previous year.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the nancial position of the company.

HEALTH AND SAFETY

Health and Safety at project sites is of paramount importance to the company. The company strives for continuous improvement and its objective is to establish world class safety practices at sites. Safety culture is inculcated as part of day operations by site managers. During the year, 1'S campaign, near miscomputing & re safety campaign conducted at various sites. OHSAS 18001.2007 continues to be implemented at sites in addition to being implemented at Head Ofce. As a result of special focus on health & safety the company has received an appreciation from HMEL, RIL, IOCL.

DIVIDEND

Considering decrease in the prot of the company, your Directors do not recommend any dividend this year.

AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The company does not propose to carry any amount to reserves.

SHARE CAPITAL

The Paid up Share Capital of the company is Rs. 450 lakh. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

DEPOSITS

The company has not accepted any deposits under Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company did not give any loan or make an investment pursuant to the provisions of Section 186 of the Companies Act, 2013.

BUSINESS RISK MANAGEMENT

In order to reduce impact of business risks of the company, the management has identied key risks affecting the business adversely. The key risks identied are as under: • Delay in execution due to default of contractors.

• Delay in execution due to unforeseen site conditions including natural calamities. • Delay in recovery of retention amounts from customers.

• Cost overrun due to delays as well as unforeseen site related factors such as access, approach roads, soil condition etc.

The Company has put in place several mitigation measures such as • Vendor evaluation and analysis prior to awarding the contract. • Site visit prior to making a quotation.

• Frequent review of retention obligations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate internal nancial controls and those are operating effectively.

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POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board had adopted a policy on selection and appointment of Directors and remuneration of Directors, KMPs and employees. The Directors do not receive any remuneration, except independent directors who are entitled to sitting fees as approved by the Board for each Board/Committee meeting attended. A detailed policy is annexed herewith as “Annexure 1” and forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the company’s Articles of Association, Mr. Pravin Karve, retires by rotation, and being eligible, offers himself for re-appointment as Director.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from the Independent Directors conrming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

The Board met four times on May 05, 2018, July 24, 2018, November 02, 2018 and January 29, 2019 during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby conrmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) The Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the nancial year and of the prot and loss of the company for that period;

(c) The Directors have taken proper and sufcient care 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 Directors have prepared the annual accounts on a going concern basis; and (e) The Directors have devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General

st

Meetings (SS-2) with effect from 1 October 2017. The company is in compliance with the revised secretarial standards.

COMMITTEES OF THE BOARD

The Board has constituted following committees viz. Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

AUDIT COMMITTEE

The Committee met four times during the year on May 05, 2018, July 24, 2018, November 02, 2018 and January 29, 2019. The Committee comprises 3 (Three) members, all being non-executive Directors namely Mr. Ajay Joshi (Chairman), Mr. Ashok K. Joshi and Mr. Amitabha Mukhopadhyay.

NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises three members, all being non-executive Directors namely Mr. Pravin Karve (Chairman), Mr. Ajay Joshi and Mr. Ashok K. Joshi. The Committee met once during the year on January 29, 2019, where all the members were present.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility (CSR) Committee. The Committee comprises three members namely Mr. Ashok K. Joshi (Chairman), Mr. Pravin Karve and Mr. Ajay Joshi. Mr. Ajay Joshi is appointed as member of the committee w.e.f. November 2, 2018 in place of Mr. Amitabha Mukhopadhyay. The Committee met once during the year on January 29, 2019, where all the members were present.

As part of its initiatives under CSR, the Company has donated Rs. 13.47 lakh to Thermax Foundation. A Report on CSR activities is annexed as “Annexure 2”.

RELATED PARTY TRANSACTIONS

All related party transactions (RPTs) that were entered into during the nancial year were on an arm’s length basis and were in the ordinary course of business. There are no materially signicant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conict with the interest of the company at large. Therefore requirements of disclosure of RPTs in Form AOC-2 are not attracted.

During the year, as required under section 177 of the Companies Act, 2013, RPTs were placed before Audit Committee for approval. A statement showing the disclosure of transactions with related parties as required under IND AS 24 is set out separately in the Financial Statements.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9, as required under Section 92, of the Companies Act, 2013, is annexed herewith as “Annexure 3” and forms part of this report

CONSERVATION OF ENERGY

The company’s Head Ofce is in Energy House in Chinchwad, owned by the holding company which undertakes various measures to conserve energy. At sites, the company uses energy saving bulbs for lighting of stores & site ofces and the construction power through grid is sought from the customer, wherever practically possible instead of deploying costly and polluting DG sets for power generation.

TECHNOLOGICAL ABSORPTION

There was no technology acquisition and absorption during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES

None of the employees are covered by the provisions contained in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed under the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no signicant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

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DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company is committed to provide a safe and conducive work environment to its employees. There were no cases pending at the beginning of the year/ led during the year, pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS

M/s. SRBC & Co. LLP, Chartered Accountants are the statutory auditors of the Company

th

till the conclusion of 29 Annual General Meeting.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to thank its customers, bankers, employees and all other stakeholders for their persistent support to the Company. The Directors look forward to their continued co-operation in the future as well.

For and on behalf of the Board of Directors of Thermax Engineering Construction Company Limited

Amitabha Mukhopadhyay Pravin Karve

Director Director Pune, May 08, 2019 DIN:01806781 DIN:06714708

Annexure - 1 POLICY ON SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

The Nomination & Remuneration (NRC) has prepared 'Terms of Reference' (TOR), which, inter alia, deals with laying down the criteria for selection of Non-Executive Directors (NEDs), based on the requirements of the organization and also qualications and determining the independence of Directors. The NRC has also decided to follow the standard policies framed at the holding company. It was also decided that considering the nature of business of the company and other practical nuances involved, it would be worthwhile and necessary to customize those standard policies accordingly to suit the needs and aspirations of the company and its employees. This Policy is based on the above TOR of NRC:

(1) Criteria for selection and appointment of Directors:

(a) The Director shall have relevant expertise and experience commensurate with the requirements of the company to discharge the duties as a Director. (b) While selecting a Director, due emphasis be given on qualications, experience, personal and professional standing of the incumbent.

(c) Assess the independence, nature of the appointment as Director vis-à-vis any conict of interest w.r.t. any pecuniary relationship and procure necessary declaration. (d) The Director is not disqualied for appointment u/s. 164 of the Companies Act, 2013.

(e) The tenure/term of the Director shall be as per the terms of appointment.

(f) In case of re-appointment of Director, due emphasis be given to the performance evaluation of the Director during his tenure.

(2) Remuneration:

The Independent Directors shall be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board as well as the Committees. The Independent Directors shall also be eligible to receive reimbursement of expenses for participation in the Board and Committee Meetings. Non- Executive Directors are nominated by the holding company and do not receive any remuneration or sitting fees.

The overall remuneration shall be in accordance with Sec. 197 and other applicable provisions & rules made thereunder from time to time.

(3) Remuneration Policy for Senior Management, KMPs and employees:

The NRC, while determining the remuneration of Senior Management/employees and KMPs shall ensure to follow holding company’s criteria as some of the KMPs are designated by the holding company:

(i) The remuneration is divided into Fixed component & Variable component. (ii) The division is based on the xed salary and performance bonuses.

(iii) The division between xed and variable is based on the roles & responsibilities, the company’s performance vis-à-vis KRA & KPIs, industry benchmark and current compensation trends in the market.

Based on the Annual Business Plan prepared, Individual Contribution Plan (ICP) is prepared by the Senior Management/ employees which is agreed upon. It broadly contains certain targets for strategic objectives, operational excellence oriented initiatives and business deliverables. Actual performance of individual Reportee will be discussed by their functional heads at the year end. Based on the appraisal and overall performance of the company and after considering the market trends, suitable increments/variable pay shall be decided by the holding company.

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Annexure - 2 ANNUAL REPORT ON CSR ACTIVITIES AND CSR POLICY

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken

The Board of Directors, after taking into account the recommendations of the CSR Committee, has approved the CSR Policy as required under Section 135(4) of the Companies Act, 2013. Following is a brief outline of the said CSR Policy.

The Company has decided to adopt the CSR Policy of the holding company which predominantly keeps focus in the area of education of economically underprivileged children. Apart from education, the holding company is also involved, in a small way, in addressing the issue of social discrimination, through afrmative action, skill development and employability initiatives.

The holding company has created a formal structure to design and implement its CSR programme and the company has decided to support the initiative of the holding company.

2. The composition of the CSR Committee.

Corporate Social Responsibility (CSR) Committee comprises as follows: 1. Mr. Ashok K. Joshi (Chairman)

2. Mr. Pravin Karve

3. Mr. Ajay Joshi (w.e.f. November 2, 2018)

3. Average net profit of the company for last three financial years

The average net prot of the company for the last three nancial years is Rs. 673 lakh.

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above)

Prescribed CSR Expenditure is Rs. 13.47 lakh (2% of Rs. 673 lakh). Amount contributed to Thermax Foundation is Rs. 13.47 Lakh.

5. Details of CSR spent during the financial year.

a) Total amount donated: Rs13.47 lakh

b) Total amount to be spent for the nancial year: Rs. 13.47 lakh.

6. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report:

The company has donated its CSR contribution to Thermax Foundation on March 27, 2019. The company along with the holding company monitors the CSR amount spent on the approved Projects.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

The CSR Committee conrms that the implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and policy of the company.

Upsen Umale Ashok K. Joshi

(CEO) (Chairman of the CSR Committee) DIN: 02296952

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ANNEXURE 3

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

I. CIN : U29246MH1991PLC062959

II. Registration Date : 14.08.1991

III. Name of the Company : Thermax Engineering Construction Company Limited IV. Category / Sub-Category of the Company : Public Company / Limited by Shares

V. Address of the Registered ofce and contact details : Thermax House, 14, Mumbai – Pune Road, Wakdewadi, Pune- 411003 VI. Whether listed company : No

VII. Name, Address and Contact details of Registrar and

Transfer Agent, if any : NSDL Database Management LimitedAddress : 4th Floor, Trade World, A wing, Kamala Mills Compound, Lower Parel, Mumbai - 400013

Contact Details : 022-49142700

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

stated:-Sl. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company

1 Installation of industrial machinery and equipment 33200 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl.

No Name and Address of the company CIN/GLN Subsidiary/ Holding/ Associates % of Shares held Applicable section 1 Thermax Limited D-13, M.I.D.C.

Industrial Area, R.D. Aga Road, Chinchwad, Pune - 411 019

L29299PN1980PLC022787 Holding 100 2(46)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

(As on 01-04-2018) No. of Shares held at the end of the year (As on 31-03-2019) % Change during the

year Demat Physical Total % of Total Shares Demat Physical Total %of Total Shares A. Promoters (1) Indian - - - -a) Individual/ HUF - - - -b) Central Govnt(s) - - - -c) State Govnt (s) - - - -d) Bodies Corp. - 4499940 4499940 100 - 4499940 4499940 100 0 e) Banks/FI - - -

-f) Any Other (Relative of Director) - - -

-Sub-total (A) (1):- - 4499940 4499940 100 - 4499940 4499940 100 0 (2) Foreign - - - - - - - - -a) NRIs Individuals - - - -b) Other – Individuals - - - -c) Bodies Corp. - - - -d) Banks/ FI - - - -Sub-total (A) (2):- - - -

-Total share holding of Promoter (A) =

(A) (1) + (A) (2) - 4499940 4499940 100 - 4499940 4499940 100

-Contact Details : +91-020-66122100

2 Thermax Engineering Construction FZE Dangote Industries, Free Zone Development Company, LFZ, Lekki Coastal Road, LBEJU, Lekki Lagas, Nigeria

Subsidiary 100 2(87)(ii) NA

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Category of Shareholders

No. of Shares held at the beginning of the year

(As on 01-04-2018) No. of Shares held at the end of the year (As on 31-03-2019) % Change during the year Demat Physical Total % of Total Shares Demat Physical Total %of Total Shares B. Public Shareholding NIL -1. Institution a) Mutual Funds b) Banks/FI c) Central Govt(s) d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs

h) Foreign Venture Capital Funds i) Any other Sub-total(B)(1) 2. Non-Institutions NIL -a) Bodies Corp. i) Indian ii) Overseas b) Individuals

i) Individual shareholders holding nominal share capital up to Rs.

1 lakh - 60 60 0 - 60 60 0 0

ii) Individual shareholders holding nominal share capital in excess of Rs. 1lakh

NIL -c) Others (specify)

- Directors Relative - Trusts

- Foreign Bodies Corporate - Foreign Bodies-DR - Non Resident Indian - HUF

- Clearing Members

Sub-total(B)(2) - 60 60 0 - 60 60 0 0

Total Public Shareholding (B)=(B)(1)+(B)

(2) - 60 60 100 - 60 60 100 0

C) Shares held by Custodian for GDRs

& ADRs - - - - - - - -

-Grand Total (A+B+C) - 4500000 4500000 100 - 4500000 4500000 100 0

(ii) Shareholding of Promoters

Sl.

No Shareholder’s Name

Shareholding at the beginning of the year

(As on 01-04-2018) Shareholding at the end of the year (As on 31-03-2019) No. of Shares Shares of the % of total

Company

% of Shares Pledged/ encumbered to total shares

No. of Shares Shares of the % of total Company % of Shares Pledged/ encumbered to total shares % change in shareholding during the year

1 Thermax Limited 4499940 100 NIL 4499940 100 NIL NIL

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(iii) Change in Promoters’ Shareholding: NIL

Sl.

No Shareholder’s Name Shareholding at the beginning of the year (As on 01-04-2018) Shareholding at the end of the year (As on 31-03-2019) No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company

At the beginning of the year

NIL Date wise Increase / Decrease in Promoters Share holding during

the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the End of the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NIL

Sl.

No Name of the shareholder

Shareholding Date Increase/ Decrease in shareholding Reason Cumulative Shareholding during the year (01-04-2018 to 31-03-2019) No. of shares at the

beginning (01-04-2018)

% of total shares

of the company No. of shares

% of total shares of the

company

---NIL---(v) Shareholding of Directors and Key Managerial Personnel

Sl.

No Name of the shareholder

Shareholding Date Increase/ Decrease in shareholding Reason Cumulative Shareholding during the year (01-04-2018 to 31-03-2019) No. of shares at the

beginning (01-04-2018)

% of total shares

of the company No. of shares

% of total shares of the

company

1 Ravinder Advani 10 0 -- -- -- 10 0

V. INDEBTEDNESS

Indebtedness of the company including interests outstanding /accrued but not due for payment

(Amount in Rs. lakh)

Secured Loans excluding deposits Unsecured

Loans Deposits IndebtednessTotal Indebtedness at the beginning of the financial year (01.04.2018)

i) Principal Amount 0 150.00 0 150.00

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 150.00 0 150.00

Change in indebtedness during the financial year

Addition 0 900.00 0 900.00

Reduction 0 300.00 0 300.00

Net Change 0 600.00 0 600.00

Indebtedness at the end of the financial year (31.03.2019)

i) Principal Amount 0 750.00 0 750.00

ii) Interest due but not paid 0 18.93 0 18.93

iii) Interest accrued but not due 0 0 0 0

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NA

(Amount in Rs. lakh)

Particulars of Remuneration Total Amount

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

(c) Prots in lieu of salary under section 17(3) of the Income- tax Act, 1961 2. Stock Option

3. Sweat Equity

4. Commission - NIL

--- as % of prot - others, specify… 5. Others, please specify

Total(A)

Ceiling as per the Act

B. Remuneration to other Directors:

(Amount in Rs. lakh)

Sl.

No. Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors Ajay Joshi Ashok k. Joshi - - -Fee for attending board / committee meetings 3.4 3.4 - - 6.8

Commission - - - -

-Others, please specify - - - -

-Total(1) 3.4 3.4 - - 6.8

2. Other Non-Executive Directors MukhopadhyayAmitabha Pravin Karve Ravinder Advani Fee for attending board / Committee meetings

---NIL---Commission

Others, please specify Rent for Premises

Security Deposit for Lease Premises Total(2)

Total(B)=(1+2)

Total Managerial Remuneration (A+B) Over all Ceiling as per the Act

C. Remuneration to key managerial personnel other than MD/Manager/Whole Time Director:

(Amount in Rs. lakh)

Sl.

No. Particulars of Remuneration Key Managerial PersonnelMr. Upsen Umale (CEO)

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 1.14 (c) Prots in lieu of salary under section 17(3) of the Income tax Act, 1961

--2. Stock Option --3. Sweat Equity --4. Commission --- as% of prot - Others, specify 5. Others, please specify

Total 47.22

Sl.No.

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VII. Penalties /Punishment /compounding of offences:

Type Companies ActSection of the Brief Description

Details of Penalty/ Punishment/ Compounding fees

imposed

Authority (RD /

NCLT / Court) Appeal made, if any (give Details)

a) Company ---NIL---Penalty Punishment Compounding b) Directors Penalty Punishment Compounding c) Other Ofcers in Default

Penalty Punishment Compounding

For and on behalf of the Board of Directors of Thermax Engineering Construction Company Limited Amitabha Mukhopadhyay Pravin Karve

Place : Pune Director Director Date : May 08, 2019 DIN: 01806781 DIN: 06714708

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Independent Auditor's Report

To the Members of Thermax Engineering Construction Company Limited

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying standalone Ind AS financial statements of Thermax Engineering Construction Company Limited ("the Company"), which comprise the

Balance sheet as at March 31 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India (`ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report but does not include the accompanying Ind AS financial statements and our auditor's report thereon. Our opinion on the accompanying Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors and those charged with Governance are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(1) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal- control that we identify during our audit.

(14)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial

statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its key managerial person in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 26 to the standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts – Refer Note 16 to the standalone Ind AS financial statements. The Company did not enter into any derivative contracts during the year; iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Tridevlal Khandelwal

Partner

Membership Number: 501160 Place of Signature: Pune Date: May 8, 2019

(15)

Name of the statute Nature of the dues (including interest and penalty as applicable) Amount (Rs. in Lakhs)^ Period to which the amount relates Forum where the dispute is pending Income-tax Act, 1961 Income-tax Act, 1961 Andhra Pradesh Value Added 5 Tax Act, 200 Service Tax (Finance Act, 1994) Service Tax (Finance Act, 1994) Disallowance of expenditure Disallowance of expenditure Demand for Value added tax Dispute on demand for service tax on deemed material Dispute regarding service tax on notice pay recovery Dispute on Service tax on advance from Customer Dispute regarding adjustment of excess service tax paid against tax liability in subsequent period 200.42 40.22 4.47 660.35 (Net of Rs. 110.36 paid under protest) 315.88 45.49 2.81 AY 2009-10 to 2013-14 AY 2015-16 FY 20 -06 07 to 2008-09 FY 2008-09 to 2015-16 12 to FY 20 2016 9 10 FY 200 -10-11 FY 20 Income Tax Appellate Tribunal Commissioner of Income Tax (Appeals) Sales Tax Appellate Tribunal, Hyderabad

Custom, Excise and Service Tax Appellate Tribunal

Annexure 1 referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Thermax Engineering Construction Company Limited (‘the Company’)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, there are no immovable properties, included in property, plant and equipment of the Company and accordingly, e requirements under paragraph 3 (i) (c) of the Order are not applicable to the Company. (ii) The Company'3 business dues iii-it involve inventories and, accordingly,

the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act'). Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities given in respect of which provisions of Section 185 and 186 of the Act are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Act for the services of the Company. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Company. (vii) (a) Undisputed statutory dues including provident fund, employees' state

insurance, income-tax, sales tax, service tax, value added tax, goods and services tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities. The provisions relating to excise duty and customs duty are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, service tax, value added tax, goods and services tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account it of any dispute, are as follows:

^Excluding interest and penalty, if any, there on.

Custom, Excise and Service Tax Appellate Tribunal Maharashtra Value Added Tax Act, 2002 Demand for Value added tax 9.18 FY 2012 - 2013 Assessing Officer

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial with has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable Accounting

(16)

Annexure 2 referred to in paragraph 2(g) under the heading “Report on other legal and regulatory requirements” of our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

To the Members of Thermax Engineering Construction Company Limited

We have audited the internal financial controls over financial reporting of Thermax Engineering Construction Company Limited (‘the Company’) as of March 31, 2019

in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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, as required under the Companies Act, 2013 (‘the Act’).

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. (xiv) According to the information and explanations given to us and on an overall

examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting under clause 3(xiv) is not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in Section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Tridevlal Khandelwal

Partner

Membership Number: 501160 Place of Signature: Pune Date: May 8, 2019

(17)

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over

financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Tridevlal Khandelwal

Partner

Membership Number: 501160 Place of Signature: Pune Date: May 8, 2019

(18)

Balance Sheet as at March 31, 2019

(All amounts are in Rupees Lakhs, except per share data and unless stated otherwise)

Particulars Note As at As at

March 31, March 31,

2019 2018

Assets

I. Non-current assets

Property, plant and equipment 3 14.57 32.52

Intangible assets 4 - -

Financial assets

Other nancial assets 7 (a) 3.47 3.32 Deferred tax assets (net) 8(b) - - Income-tax assets (net) 1,548.43 2,269.55 Other non-current assets 9 (a) 469.23 181.64

Total non-current assets 2,035.70 2,487.03

II. Current assets

Financial assets

(a) Trade receivables 5 3,137.19 4,531.03 (b) Cash and cash equivalents 10 (a) 321.11 769.51

(c) Loans 6 23.39 48.41

(d) Other nancial assets 7 (b) 457.60 1,203.22 Other current assets 9 (b) 619.57 953.50

Total current assets 4,558.86 7,505.67

Total assets 6,594.56 9,992.70

Equity and liabilities I. Equity

Equity share capital 11 450.00 450.00 Other equity 12 2,877.19 4,048.59

Total equity 3,327.19 4,498.59

II. Non-current liabilities

Financial liabilities

Trade payables 14 (a) - 13.41

Total non-current liabilities - 13.41

III. Current liabilities

Financial liabilities

(a) Borrowings 13 750.00 150.00 (b) Trade payables

- total outstanding dues of micro 14 (b) 2.08 3.41 enterprises and small enterprises

- total outstanding dues of creditors 14 (b) 1,914.60 3,161.38 other than micro enterprises

(c) Other nancial liabilities 15 100.07 263.70 Other current liabilities 17 328.78 1,580.74 Provisions 16 77.63 321.47 Income tax liabilities (net) 94.21 -

Total current liabilities 3,267.37 5,480.70

Total equity and liabilities 6,594.56 9,992.70

Summary of signicant accounting policies, 2 judgements, estimates and assumptions

The accompanying notes are an integral part of the nancial statements.

Statement of profit and loss for the year ended March 31, 2019

(All amounts are in Rupees Lakhs, except per share data and unless stated otherwise)

Particulars Notes March 31, March 31,

2019 2018

Income

Revenue from operations 18 4,711.52 10,071.09 Other income 19 139.68 288.58

Total Income (I) 4,851.20 10,359.67

Expenses

Employee benets expense 20 504.07 1,670.06 Finance cost 21 34.77 149.37 Depreciation and amortisation expense 22 9.51 42.47 Other expenses 23 3,991.32 6,740.43

Total expenses (II) 4,539.67 8,602.33

Profit before tax (I-II) 311.53 1,757.34

Tax expense

Current tax 8 (a) 223.30 323.00 Tax for earlier years 54.29 - Deferred tax 8 (b) - 703.79

Total tax expense 277.59 1,026.79

Profit for the year 33.94 730.55

Other comprehensive income A. Items that will not be reclassified to profit or loss

Re-measurement of dened benet plans 0.21 45.98 Less: Income tax effect 8 (a) - (12.79)

0.21 33.19 Net other comprehensive income for 0.21 33.19 the year, net of tax.

Total comprehensive income for the year 34.15 763.74

Earning per equity share [Nominal value per 25 0.75 16.23

share Rs. 10/- (March 31, 2019: 10/-)] Basic and Diluted

Summary of signicant accounting policies, 2 judgements, estimates and assumptions The accompanying notes are an integral part of the nancial statements.

For S R B C & CO LLP For and on behalf of the Board of Directors of Chartered Accountants Thermax Engineering Construction Company Limited ICAI Firm Reg No. 324982E/E300003

per Tridevlal Khandelwal Amitabha Mukhopadhyay Pravin Karve

Partner Director Director

Membership No. 501160 DIN: 01806781 DIN: 06714708 Upsen Umale

CEO

Place: Pune Place: Pune

Date: May 8, 2019 Date: May 8, 2019

For S R B C & CO LLP For and on behalf of the Board of Directors of Chartered Accountants Thermax Engineering Construction Company Limited ICAI Firm Reg No. 324982E/E300003

per Tridevlal Khandelwal Amitabha Mukhopadhyay Pravin Karve

Partner Director Director

Membership No. 501160 DIN: 01806781 DIN: 06714708 Upsen Umale

CEO

Place: Pune Place: Pune

(19)

Cash flow statements for the year ended March 31, 2019

(All amounts are in Rupees Lakhs, except per share data and unless stated otherwise)

Year Year

Particulars Note Ended Ended

March 31, March 31, 2019 2018

A) Cash flows from operating activities

Prot before tax 311.53 1,757.34 Adjustments to reconcile prot before tax to

net cash ows

Depreciation on property, plant and equipment 22 9.51 42.23 Amortization of intangible assets 22 - 0.24 Provision for impairment allowance of nancial 23 466.02 (1,000.56) assets (net)

Finance costs 21 34.77 149.37 Bad debts written off 23 60.07 616.94 Prot / (Loss) on sale/discard of assets (net) 19 & 23 (38.73) 2.73 Interest income 19 (36.97) (102.38) Liabilities no longer required written back 19 (63.98) (186.20)

Working capital adjustments

(Decrease) / Increase in Trade receivables 5 867.75 (219.44) Decrease in Loans & Other nancial assets 6 & 7 770.64 4,806.39 Decrease in Other assets 9 46.34 259.40 (Decrease) in Trade payables 14 (1,197.54) (1,628.89) (Decrease) / Increase in Provisions 16 (243.84) 113.98 (Decrease) / Increase in Other nancial liabilities 15 (163.63) 111.10 (Decrease) in Other liabilities 17 (1,251.96) (345.21)

Cash generated from operations (430.02) 4,377.04

Direct taxes paid (net of refunds received) 537.73 (438.92)

Net cash inflow from operating activities 107.71 3,938.12 B) Cash flows from investing activities

Sale of property, plant and equipment 48.02 0.75 Purchase of property, plant and equipment 3 (0.85) (4.22) Interest received 36.83 102.28

Net cash flows used in investing activities 84.00 98.81 C) Cash flows from financing activities

Borrowings taken during the year 13 900.00 (2,950.00) Borrowings repaid during the year (300.00) - Dividend Paid (1,205.34) - Interest paid (34.77) (228.33)

Net cash flows used in financing activities (640.11) (3,178.33) Net increase in cash and cash equivalents (448.40) 858.60

Cash and cash equivalents at the beginning 10 (a) 769.51 (89.09) of the year

Cash and cash equivalents at the end of the year 321.11 769.51

Reconciliation of cash and cash equivalents as per the cash ow statement:

Particulars Note March 31, March 31,

2019 2018

Cash and cash equivalents 10 (a) 321.11 769.51

Balances as per Cash flow statement 321.11 769.51

Notes to financial statements for the year ended March 31, 2019

(All amounts are Rupees in Lakh, except per share data and unless stated otherwise)

Statement of changes in Equity for the year ended March 31, 2019 A) Equity Share Capital

Particulars Notes March 31, March 31,

2019 2018

Balance at the beginning of the year 11 450.00 450.00 Changes in equity shares capital during the year 11 - - Balance at the end of the year 450.00 450.00

B) Other Equity

Reserves & Surplus Particulars General Retained Total

reserve Earnings

As at April 1, 2017 525.21 2,759.64 3,284.85

Prot for the year - 730.55 730.55

Other Comprehensive Income - 33.19 33.19 As at March 31, 2018 525.21 3,523.38 4,048.59

Prot for the year - 33.94 33.94

Other Comprehensive Income - 0.21 0.21

Total comprehensive income 525.21 3,557.53 4,082.74 Dividends paid (Inclusive of - 1,205.55 1,205.55 dividend distribution tax)

As at March 31, 2019 525.21 2,351.98 2,877.19 1. Corporate information

Thermax Engineering Construction Company Limited (the "Company") is a public company domiciled in India. It is a wholly owned subsidiary of Thermax Limited. The Company is engaged in erection and commissioning of boilers supplied by its parent company Thermax Limited and also by other suppliers. The Corporate Identication Number (CIN) of the Company is U29246MH1991PLC062959.

The address ofthe registered ofce is Thermax House, 14, Mumbai -Pune Highway, Wakdewadi, Pune, 411001. The Board of Directors have authorized to issue by these separate nancial statements on May 08, 2019.

2. Significant accounting policies

2.1. Basis of preparation and measurement (a) Basis of preparation

These nancial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS), notied under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The preparation of the nancial statements requires the use of certain critical accounting estimates and judgements. It also requires the management to exercise judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signicant to the nancial statements are disclosed in Note 2.4.

(b) Basis of measurement

The nancial statements have been prepared on the accrual and going concern basis under historical cost convention except the following: Ÿ Certain nancial assets and liabilities measured at fair value (refer

accounting policy regarding nancial instruments)

Ÿ Dened benet plans whereby the plan assets are measured at fair value The nancial statements are presented in Indian Rupees(INR) and all values are rounded to the nearest lakhs except when otherwise indicated.

2.2 Changes in accounting policies and disclosures

The Company has adopted Ind AS 115 w.e.f. April 1,2018. The nature and effect of the changes as a result of adoption of this new Accounting Standard are described below:

Several other amendments and interpretations apply for the rst time in

For S R B C & CO LLP For and on behalf of the Board of Directors of Chartered Accountants Thermax Engineering Construction Company Limited ICAI Firm Reg No. 324982E/E300003

per Tridevlal Khandelwal Amitabha Mukhopadhyay Pravin Karve

Partner Director Director

Membership No. 501160 DIN: 01806781 DIN: 06714708 Upsen Umale

CEO

Place: Pune Place: Pune

References

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