Annual Report 2023-24

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Contents

Company Information 02

Notice of the Annual General Meeting 03

Board’s Report 19

Management Discussion and Analysis 41

Report on Corporate Governance 45

Independent Auditor’s Report 64

Balance Sheet 76

Statement of Profit & Loss 78

Cash Flow Statement 79

Statement of Changes in Equity 81

Notes to Financial Statements 83

Green Initiative in the Corporate Governance

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance“
by allowing paperless compliances by the companies and has issued circulars stating that
service of notice/ documents including Annual Reports can be send by e-mail to its Members.
To support this green initiative of the Government in full measure, members who have not
registered their e-mail addresses, so far, are requested to register their e-mail address, in
respect of electronic holdings with the Depository through their concerned Depository
Participants. Members who hold shares in physical form are requested to get their e-mail
address registered with LINK INTIME INDIA PRIVATE LIMITED, Registrar and Transfer agents
(RTA) of the Company.

Taparia Tools Limited Annual Report 2023-2024 1


Company Information

BOARD OF DIRECTORS BOARD COMMITTEES BANKER


Shri Rajeev J. Mundra AUDIT COMMITTEE HDFC Bank Ltd.
Independent Director Shri Rajeev J. Mundra-Chairman
& Chairman of the Board REGISTRAR & TRANSFER AGENTS
Shri Sachin S. Bhattad-Member
Shri D.P. Taparia Mrs. Swati R. Bhairi-Member Link Intime India Private Limited
1st Floor, C-101, 247 Park,
Managing Director
LBS Marg, Vikhroli West,
(w.e.f. 30.05.2023) NOMINATION AND
Mumbai-400083
REMUNERATION COMMITTEE
Shri J.K. Taparia (Maharashtra)
Non-Executive Director Shri Sachin S. Bhattad - Chairman
(upto 30.07.2023) Shri Rajeev J. Mundra - Member E-mail : Mumbai@linkintime.co.in
Website: www. linkintime.co.in
Shri M.P. Taparia Mrs. Swati R. Bhairi - Member T:+91 (22) 4918 6178-79
Non-Executive Director
STAKEHOLDERS RELATIONSHIP CORPORATE OFFICE
Shri Virendraa Bangur COMMITTEE
Non-Executive Director 423/24, (A-2), Shah and
Shri Rajeev J. Mundra-Chairman Nahar, Lower Parel W),
Shri Bharat Taparia
Shri D.P. Taparia-Member Mumbai-400013, (Maharashtra)
Non-Executive Director Tele.: (91) (22) 24938646-50,
(w.e.f. 09.08.2023) Shri Sachin S. Bhattad-Member
E-Mail : htaparia@tapariatools.com
Shri Rahul Maheswari CORPORATE SOCIAL
Non-Executive Director RESPONSIBILITY COMMITTEE PLANTS
(w.e.f. 09.08.2023) 52 & 52B, MIDC Area, Satpur,
Shri D.P. Taparia-Chairman
Shri Sachin S. Bhattad Nashik-422 007, (Maharashtra)
Shri Rajeev J. Mundra-Member Plot No.L-29, Cuncolim Industrial
Independent Director
Shri Sachin S. Bhattad-Member Estate, Cuncolim -403 703, (Goa)
Mrs. Swati R. Bhairi
Independent Director STATUTORY AUDITORS REGISTERED OFFICE
(w.e.f.30.05.2023) 52 & 52B, MIDC Area,
M/s. Harshil Shah & Company,
Shri Narayan Tulsiram Atal Chartered Accountants, Mumbai Trimbak Road, Satpur,
Independent Director Nashik- 422 007, (Maharashtra)
(w.e.f. 21.05.2024)
SECRETARIAL AUDITOR Tele. :(0253) 2350317/318/418
Shri Sivaramakrishnan S R Khandelwal & Associates, CIN: L99999MH1965PLC013392
Palaniappan Pillai Firm of Practicing Company
(Whole-time E-Mail: nashik@tapariatools.com
Secretaries ,Pune Website:www.tapariatools.com
Director-Operations)
Mrs. Disha N. Wadhwani KEY MANAGERIAL
(Independent Director PERSONNEL
upto 03.07.2023) Shri V. S. Datey
Mrs. Premlata N. Purohit Company Secretary
(Independent Director
upto 03.07.2023) Shri S. R. Bagad
Chief Financial Officer

2 Taparia Tools Limited Annual Report 2023-2024


Notice
Notice is hereby given that the Fifty Eighth (58th) Annual General Meeting (“Meeting”) of the member(s)
of Taparia Tools Limited (”Company”) will be held on Monday, 29th July 2024 at 11.30 A.M. through
Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), to transact the following business.
The venue of the Meeting shall be deemed to be the Registered Office of the Company at 52 & 52B,
MIDC Area, Trimbak Road, Satpur, Nashik - 422 007:

AS ORDINARY BUSINESS:
1. ADOPTION OF FINANCIAL STATEMENTS, BOARD’S REPORT AND INDEPENDENT AUDITOR’S REPORT
FOR THE FINANCIAL YEAR 2023-2024:
To receive, consider and adopt the Audited Financial Statements of the Company for the Financial
Year ended 31st March 2024 and the Reports of the Board and Independent Auditor thereon and,
in this regard, to consider and if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary resolution:

“RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended
31st March 2024 and the Reports of the Board and Auditor thereon laid before this Meeting, be
and are hereby considered and adopted.”

2. CONFIRMATION OF PAYMENT OF INTERIM DIVIDEND AND DECLARATION OF FINAL DIVIDEND ON


EQUITY SHARES:

To confirm the payment of Interim Dividend and to declare Final Dividend on the Ordinary Shares
for the Financial Year ended 31st March 2024 and in this regard, to consider and if thought fit, to
pass, with or without modification(s),the following resolutions as Ordinary Resolutions:

“RESOLVED THAT the Interim Dividend @ 200% (i.e. Rs. 20/-per share) on 1,51,78,750 Equity Shares
of Rs. 10/- each paid to the shareholders for the Financial Year ended 31st March 2024, as per the
resolutions passed by the Board of Directors, be and is hereby noted and confirmed.”

“RESOLVED FURTHER THAT in terms of the recommendation of the Board of Directors of the
Company, the approval of the Members of the Company be and is hereby granted for the payment
of Final Dividend @200% (i.e. Rs.20 per share) on 1,51,78,750 Equity Shares of Rs.10/- each fully
paid up for the year ended 31st March 2024.”

3. RE-APPOINTMENT OF SHRI M.P. TAPARIA (DIN: 00126971) AS A DIRECTOR, WHO RETIRES BY


ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT:

To appoint Shri M.P. Taparia (DIN: 00126971), who retires by rotation as a Director and being
eligible, offers himself for re-appointment as a Director and in this regard, to consider and pass the
following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri M.P. Taparia
(DIN: 00126971), who retires by rotation at this Meeting and being eligible, has offered himself for
re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

Taparia Tools Limited Annual Report 2023-2024 3


AS SPECIAL BUSINESS:

4. APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY :


To consider and, if thought fit, to pass, with or without modification(s), the following resolution as
an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and 144 of the Companies
Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 and other applicable
provisions, if any, of the Companies Act, 2013 and Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification
(s) or re-enactment thereof, for the time being in force) and as per the recommendations of the
Audit Committee and Board of Directors, the consent of the Members of the Company be and is
hereby accorded for the appointment of M/s. Batliboi & Purohit, Chartered Accountants, having
Firm Registration No.:101048W, as the Statutory Auditors of the Company who shall hold office for
a term of 5 (Five) consecutive years commencing from the conclusion of 58th (Fifty eighth) Annual
General Meeting till the conclusion of 63rd (Sixty third) Annual General Meeting to be held in a
calendar year 2029 at such remuneration plus Goods and Service Tax and reimbursement of out of
pocket expenses as may be approved by the Board of Directors of the Company.”

5. RE-APPOINTMENT OF SHRI SACHIN SHRINIVAS BHATTAD (DIN: 01036605) AS AN INDEPENDENT


DIRECTOR:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution, as
a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other
applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any
statutory modification(s) or re-enactment (s) thereof, for the time being in force) and based on the
recommendations of the Nomination & Remuneration Committee and of the Board of Directors,
the consent of the Members of the Company be and is hereby accorded for the re-appointment
of Shri Sachin Shrinivas Bhattad (DIN:01036605), as an Independent Director of the Company, not
liable to retire by rotation and to hold office for a second term of 3 (Three) consecutive years
from the conclusion of this Annual General Meeting till the conclusion of the 61st Annual General
Meeting to be held in the calendar year 2027”.

6. APPOINTMENT OF SHRI NARAYAN TULSIRAM ATAL (DIN: 00237626) AS AN INDEPENDENT DIRECTOR:


To consider and, if thought fit, to pass, with or without modification(s), the following resolution, as
a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and
other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed
thereunder, and applicable provisions of the Companies (Appointment and Qualification of
Directors) Rules, 2014, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (“the LODR Regulations”) [including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force], and of the Articles of Association of the Company and based on the
recommendations of the Nomination & Remuneration Committee and of the Board of Directors,

4 Taparia Tools Limited Annual Report 2023-2024


Shri Narayan Tulsiram Atal (DIN:00237626), who was appointed as an Additional Director in the
capacity of an Independent Director with effect from May 21st, 2024 and who meets the criteria
for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation
16(1)(b) of the LODR Regulations 2015, be and is hereby appointed as an Independent Director of
the Company for a period of 3 (Three) consecutive years from the conclusion of this Annual General
Meeting till the conclusion of 61st Annual General Meeting to be held in the Calender year 2027
and that he shall not be liable to retire by rotation.”
By order of the Board,
For TAPARIA TOOLS LIMITED

V.S.Datey
Mumbai, 21st May 2024 Company Secretary

Registered office:
52 and 52B, MIDC Area, Trimbak Road, Satpur,
Nashik-422 007 (Maharashtra)
CIN: L99999MH1965PLC013392, Email: secretarial@tapariatools.com

Notes:
1. The Ministry of Corporate Affairs (“MCA”) has vide it’s circular No. 14/2020 dated April 8, 2020
and 17/2020 dated April 13, 2020, May 5, 2020 and January 13, 2021 and December 8, 2021
and December 14, 2021 and May 5, 2022 and 28th December, 2022 and 25th September, 2023
(collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India vide its
Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/
CIR/P/2021/11, Dated January 15, 2021 and vide its Circular No. SEBI/HO/CFD/ CFD-PoD-2/P/
CIR/2023/167 dated October 7, 2023 (“SEBI Circular”) (referred to as “SEBI Circular”) permitted
the holding of the “AGM” through Video Conferencing (VC) / Other Audio-Visual Means (OAVM),
without the physical presence of the Members at a common venue. Accordingly, in compliance
with the provisions of the MCA Circulars and SEBI Circulars, the 58th Annual General Meeting of
the Company is being held through VC/OAVM. Hence, Members can attend and participate in the
AGM through VC/OAVM only. The deemed venue for the AGM shall be the Registered Office of the
Company.

2. Institutional/Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are required to send
a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization etc.,
authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote
through remote e-voting.

3. As the AGM of the Company shall be conducted through VC / OAVM, the facility for appointment
of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance
Slip including Route Map are not annexed to this Notice. However, the Body Corporates are entitled
to appoint authorised representatives to attend the Fifty Eight [58th] AGM through VC/OAVM and
participate there at and cast their votes through e-voting.

4. In line with the MCA Circulars and SEBI Circulars, this Notice along with the Annual Report for
F.Y.2023-2024 is being sent by electronic mode only to those Members whose e-mail addresses
are registered with the Company / their Depository Participants (“DPs”), unless any Member has
requested for a physical copy of the same.
Taparia Tools Limited Annual Report 2023-2024 5
5. The statement setting out the material facts pursuant to Section 102 of the Act concerning the
Special Business in the Notice is annexed hereto and forms part of this Notice. The relevant details
as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards on General
Meetings issued by The Institute of Company Secretaries of India as approved by the Central
Government, is also annexed to this Notice.
6. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday,
23rd July 2024 to Monday, 29th July, 2024 (both days inclusive) for determining the names of the
members eligible for dividend on equity Shares, if declared at the Meeting.
7. Shri M.P. Taparia, Director is interested in the Special Resolution set out at Item No. 3 of the Notice
with regard to his re-appointment. Shri D.P. Taparia, Managing Director being related to Shri M.P.
Taparia, may be deemed to be interested in the resolution set out at item No. 3 of the Notice. Save
and except the above, none of the other Directors/Key Managerial Personnel of the Company/their
relatives is, in any way, concerned or interested, financially or otherwise, in the Ordinary Business
set out under item No.3 of the Notice.
8. Shri Sachin Shrinivas Bhattad, Independent Director is interested in the Special Resolution set
out at Item No.5 of the Notice with regard to his re-appointment. None of the other Directors/
Key Managerial Personnel of the Company/their relatives is, in any way, concerned or interested,
financially or otherwise, in the Special Business set out under item No.5 of the Notice.
9. Shri Narayan Tulsiram Atal, Independent Director is interested in the Special Resolution set out
at Item No.6 of the Notice with regard to his appointment. None of the other Directors / Key
Managerial Personnel of the Company / their relatives is, in any way, concerned or interested,
financially or otherwise, in the Special Business set out under Item No.6 of the Notice.
10. Dividend payment and Tax on Dividend: The Board of Directors, in its meeting held on 12th February
2024, declared Interim Dividend @200%(Rs. 20/- per share) on the paid-up equity share capital of
the Company which was paid on 7th March 2024. Further the Board of Directors, in its Meeting
held on 21st May 2024 has recommended a Final Dividend @ 200 % (Rs. 20/- per share) on the
paid-up share capital of the Company.
11. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders
w.e.f. April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members
at rates prescribed under the Income Tax Act, 1961 (“IT Act”). To enable compliance with TDS
requirements, Members are requested to complete and/or update their Residential Status, PAN,
Category as per the Income Tax Act, 1961 (“IT Act”) with their Depository Participants (‘DPs’) or in
case shares are held in physical form, with the Company/RTA by sending the required documents
by 25th July 2024. in case of non linking of PAN and Aadhar, TDS at higher rate is liable to be
deducted from their Dividend.
12. Members are requested to note that, dividends, if not encashed for a consecutive period of 7 years
from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred
to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed
dividends are also liable to be transferred to the demat account of the IEPF Authority. The Members,
whose unclaimed dividends/ shares have been transferred to IEPF, may claim the same by making
an online application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in.
13. The Board of Directors in its Meeting held on 21st May 2024, proposed the appointment of M/s.
Batliboi & Purohit, Chartered Accountants, having Firm Registration No.:101048W as the Statutory
Auditors of the Company. Keeping in view the requirements set out in the Act, the Audit Committee
and Board of Directors of the Company have recommended the appointment of M/s. Batliboi &
Purohit, Chartered Accountants, having Firm Registration No.:101048W as Statutory Auditors of
6 Taparia Tools Limited Annual Report 2023-2024
the Company for a term of 5 (five) consecutive years from the conclusion of this Annual General
Meeting till the conclusion of the sixth Annual General Meeting from this Annual General Meeting,
at such remuneration as shall be fixed by the Board of Directors of the Company. The first year of
Audit of the financial statements of the Company by the aforesaid Auditor will be for the financial
year ending March, 31, 2025.
14. M/s. Batliboi & Purohit, Chartered Accountants, have consented to and confirmed that their
appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act.
They have also confirmed that they are not disqualified to be appointed as Auditor in terms of the
provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the
provisions of the Companies (Audit and Auditors) Rules, 2014.The Board commends the Ordinary
Resolution set out at item No. 4 of the Notice for approval by the Members.
15. SEBI has mandated that certain service requests including transmission or transposition of securities
held in physical form shall be processed by issuing securities in dematerialized form only and
physical share certificates shall not be issued by the Company to the Securities holder/claimant.
In view of the above and to avail various benefits of dematerialization, Members are advised to
dematerialize shares held by them in physical form, for ease in portfolio management.
16. SEBI has mandated the updation of PAN, contact, Bank account, and specimen signature and
nomination details against folio/demat account.
17. Members are requested to submit PAN, contact details, Bank account, nomination details and
specimen signature (as applicable) in case of holding the shares in physical form to their DP for
dematerializing the shares in a specified form to RTA i.e. Link Intime India Private Limited [through
Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable)].
18. As per the provisions of the Act and applicable SEBI Circular, Members holding shares in physical
form may file nomination in the prescribed Form SH-13, or make changes to their nomination
details through Form SH-14 and Form ISR-3.In respect of shares held in dematerialized form, the
nomination form may be filed with the respective DP or Company.
19. The statutory documents and relevant documents referred to in this Notice of Annual General
Meeting and Statement setting out material facts will be available electronically for inspection by
the Members during the AGM. All documents referred to in the Notice will also be available for
electronic inspection by the Members from the date of circulation of this Notice up to the date
of AGM, i.e. 29th July 2024. Members seeking to inspect such documents can send an e-mail to
Company: secretarial@tapariatools.com.
20. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the
quorum under Section 103 of the Act.
21. The Company has appointed M/s. Gaurav V. Bhoir & Associates (Membership No.:54590), Practicing
Company Secretaries as the Scrutinizer for e-voting at the 58th Annual General Meeting of the
Shareholders of the Company.
22. The remote e-voting period commences on Friday, 26th July 2024 (9.00 a.m. IST) and ends on Sunday,
28th July 2024 (5.00 p.m. IST) (both days inclusive). During this period, Members holding shares, as
on the Cutoff date i.e. Monday, 22nd July 2024, may cast their vote electronically. Once the vote on
a resolution is cast by the Member, he/she/it shall not be allowed to change it subsequently.

Taparia Tools Limited Annual Report 2023-2024 7


Explanatory Statement
Pursuant to Section 102(1) of the Companies Act 2013 (“the Act”)

The following Statement sets out all material facts relating to the special business mentioned in the notice:
Item No. 4
APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY :
M/s. Harshil Shah & Company, Chartered Accountants are the statutory auditors of the Company since
Financial Year 2019-2020. In terms of the provisions of Section 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Harshil Shah & Company, Chartered
Accountants, will expire from the conclusion of 58th (Fifty eight) Annual General Meeting (“AGM”). After
evaluating and considering various factors such as industry experience, competency of the audit team,
efficiency in conduct of audit, independence, etc., the Board of Directors of the Company based on the
recommendation of the Audit Committee has proposed the appointment of M/s. Batliboi & Purohit,
Chartered Accountants, (Firm Registration No. 101048W) as Statutory Auditors of the Company who shall
hold office from the conclusion of this 58th (Fifty Eighth)Annual General Meeting till the conclusion of
63rd (Sixty third) Annual General Meeting. M/s. Batliboi & Purohit, Chartered Accountants, are registered
with the Institute of Chartered Accountants of India (ICAI) with Registration No.101048W and have been
engaged in statutory audit of number of large companies based out of India. Batliboi & Purohit is a leading
professional services firm of the country and has the scale and capacity to serve across locations. The Firm
was established in the year 1907 in Mumbai and has team strength of 15 Partners and 125 staff members.
The Firm is engaged in providing services related to Statutory audit, Internal audit, Tax & regulatory, FEMA
advisory etc. to Listed Companies, Corporates, Banks, NBFC, Insurance Companies from many years.
M/s. Batliboi & Purohit, have confirmed that they meet the criteria for independence, eligibility and
qualification as prescribed under Section 141 of the Companies Act, 2013 and do not have any pecuniary
interest in the Company or its subsidiary and associate companies, and their appointment, if approved by
the members, would be within the limits prescribed under the Companies Act, 2013.
None of the Directors, Key Managerial Personnel and their relatives, is in any way, concerned or interested
financially or otherwise in the said resolution.

The Board recommends the passing of the Ordinary Resolution at Item No.4 for the approval of members.

Item No. 5
RE-APPOINTMENT OF SHRI SACHIN S. BHATTAD (DIN: 01036605) AS AN INDEPENDENT DIRECTOR :

Shri Sachin Shrinivas Bhattad (DIN:01036605) was appointed as an Independent Director of the Company
to fill up the casual vacancy caused due to the death of G.S. Manasawala and he holds office as an
Independent Director of the Company till the conclusion of this annual general meeting (“first term”).

Shri Sachin S. Bhattad is FCA, DISA(ICA), FAFP, IP, CEH and having over 24 years of experience of corporate
audits, bank audits (concurrent, Internal, Statutory, Stock, Systems) VAPT, Filing of income tax returns, GST
returns , ITC etc.

The Board based on the experience and performance evaluation and as per the recommendation of the
Nomination & Remuneration Committee, considers his background and experience and contributions
made by him during his tenure, the continued association of Shri Sachin S. Bhattad would be beneficial to
the Company and it is desirable to continue to avail his services as an Independent Director.

8 Taparia Tools Limited Annual Report 2023-2024


Accordingly, it is proposed to re-appoint Shri Sachin S. Bhattad as an Independent Director of the Company,
not liable to retire by rotation, for a term of 3 (Three) consecutive years on the Board of the Company from
the conclusion of this ensuing 58th annual general meeting upto the conclusion of 61st Annual General
Meeting, subject to approval by the Members.
Shri Sachin Shrinivas Bhattad is not disqualified from being re-appointed as an Independent Director in
terms of Section 164 of the Act and has given his consent to act as a Director.
The Company has also received declaration from Shri Sachin Shrinivas Bhattad that he meets the criteria of
independence as prescribed both under Section 149(6) of the Act and under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Shri Sachin Shrinivas Bhattad is independent of the management.
Details of Shri Sachin Shrinivas Bhattad are provided in the “Annexure-I” to the Notice. He shall be paid
remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other
purpose whatsoever as may be decided by the Board, reimbursement of expenses for participating in the
Board and other meetings.
Copy of the draft letter of re-appointment of Shri Sachin Shrinivas Bhattad setting out the terms and
conditions of re-appointment is available for inspection by the members at the registered office of the
Company.
Shri Sachin Shrinivas Bhattad is interested in the resolution set out at Item No. 5 of the Notice with regard
to his reappointment. Relatives of Shri Sachin Shrinivas Bhattad may be deemed to be interested in the
resolution to the extent of their shareholding interest, if any, in the Company. Save and except the above,
none of the other Directors/Key Managerial Personnel of the Company/their relatives is, in any way,
concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.
The Board of Directors of the Company recommends passing of the resolution as set out in Item No.5 as
a Special Resolution.
Item No. 6
APPOINTMENT OF SHRI NARAYAN TULSIRAM ATAL (DIN: 00237626) AS INDEPENDENT DIRECTOR:
The Nomination & Remuneration Committee of the Company in its meeting held on May 21st, 2024 has
recommended the appointment of Shri Narayan Tulsiram Atal as an Independent Director of the Company
in terms of Section 149(1) & (4),150 (2) and Rules framed there under read with Schedule IV and other
applicable provisions of the Companies Act, 2013.
Shri Narayan Tulsiram Atal is B.COM, LLB (GEN), FCA, ICWA and having over 40 years in the field of taxation,
audit & assurance, finance & corporate advisory etc.
The Board considered the experience of Shri Narayan Tulsiram Atal will be of immense benefit to the
Company and hence appointed him as an Independent Director of the Company in its Meeting held on
21st May 2024 for a term upto the conclusion of 61st Annual General Meeting, subject to approval by the
Members.
Shri Narayan Tulsiram Atal is not disqualified from being appointed as a Director in terms of Section 164 of
the Act and has given his consent to act as a Director.
The Company has also received declaration from Shri Narayan Tulsiram Atal that he meets the criteria of
independence as prescribed both under Section 149 (6) of the Act and under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (“Listing Regulations”).
Shri Narayan Tulsiram Atal is independent of the Management.

Taparia Tools Limited Annual Report 2023-2024 9


Details of Shri Narayan Tulsiram Atal are provided in the “Annexure-I” to the Notice. He will be paid
remuneration by way of Sitting Fee for attending meetings of the Board or Committees thereof or for
any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for
participating in the Meetings.
Copy of the draft letter of appointment of Shri Narayan Tulsiram Atal setting out the terms and conditions
of appointment is available for inspection by the members at the registered office of the Company.
Relatives of Shri Narayan Tulsiram Atal may be deemed to be interested in the resolution to the extent of
his shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/his
relatives is, in any way, concerned or interested, financially or otherwise, in the resolution.
This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulation.
The Board of Directors of the Company recommends passing of the resolution as set out in Item No.6 as
a Special Resolution.

10 Taparia Tools Limited Annual Report 2023-2024


Annexure I
Details of Directors seeking Appointment/Re-Appointment as required under Regulation 36(3) of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries
of India (as amended):
Name of the Director Shri M.P. Taparia Shri Sachin S. Bhattad Shri Narayan Tulsiram Atal
DIN (Director Identification Number) 00126971 01036605 00237626
Date of Birth 10-10-1947 10-02-1979 21-02-1956
Qualification Graduate in Chartered Chartered Accountant
Commerce Accountant
Nationality Indian Indian Indian
Experience (including expertise 40 years’ 24 years’ experience 40 years’ experience
in Specific functional area) experience in Corporate audits, in Taxation, audit &
in Sales bank audits, Income assurance, finance &
Management Tax, Goods & Service corporate advisory etc.
Tax, etc.
Date of original Appointment / 05-12-1990/ 18-04-2022 21-05-2024
re-appointment 29-07-2022
Relationship with other Directors Relative of Shri NA NA
/ Key Managerial Personnel D.P.Taparia
List of Directorships held in other - - -
companies (excluding foreign,
private and Section 8 Companies)
Name of Listed Companies from - - 1. Elpro International
which the Director has resigned Limited
in the past three years 2. Ajcon Global Services
Limited
Shareholding in the Taparia 7,17,825 NA NA
Tools Limited as on March,
31,2024

Taparia Tools Limited Annual Report 2023-2024 11


Annexure II
CDSL E-VOTING SYSTEM-FOR E-VOTING AND JOINING VIRTUAL MEETINGS

1. The general meetings of the companies shall be conducted as per the guidelines issued by the Ministry
of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated
April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, 22/2020 dated 15-06-2020, 33/2020
dated 28-09-2020, 39/2020 dated 31-12-2020, 10/2021 dated 23-06-2021, 20/2021 dated 08-12-2021
and 10/2022 dated 28-12-2022 and 09/2023 dated 25-09-2023 and other applicable Circulars issued
by the Securities and Exchange Board of India (SEBI), have allowed the Companies to conduct the AGM
through Video Conferencing (VC) or Other Audio Visual Means (OAVM) up to 30th September 2024.
The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means
(OAVM).Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars
dated April 08, 2020, April 13, 2020 and May 05, 2020 and January 13, 2021 and December 8, 2021
and December 14, 2021 and May 5, 2022 and 28th December, 2022 and September 25th, 2023, the
Company is providing facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement with Central
Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the
authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well
as the e-voting system on the date of the AGM will be provided by CDSL.
3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the AGM through VC/OAVM will be made available to atleast 1,000
members on first come first served basis. This will not include large Shareholders (Shareholders
holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without
restriction on account of first come first served basis.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend
and cast vote for the members is not available for this AGM. However, in pursuance of Section 112
and Section 113 of the Companies Act, 2013, representatives of the members such as the President
of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and
cast their votes through e-voting.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the
Notice calling the AGM has been uploaded on the website of the Company at www.tapariatools.
com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE (Bombay
Stock Exchange) Limited at www.bseindia.com.The AGM Notice is also disseminated on the website
of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.
www.evotingindia.com.
7. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No.

12 Taparia Tools Limited Annual Report 2023-2024


17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020, 22/2020 dated
15-06-2020, 33/2020 dated 28-09-2020, 39/2020 dated 31-12-2020, 10/2021 dated 23-06-2021 and
20/2021 dated 08-12-2021 and 10/2022 dated 28-12-2022 and 09/2023 dated 25-09-2023.
8. In continuation to this Ministry’s General Circular No. 20/2020 dated 05.05.2020, General Circular
No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and General
Circular No. 09/2023 dated 25.09.2023 and after due examination, it has been decided to allow
companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or
OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para3
and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders
holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical
mode and non-individual shareholders in demat mode.
i. The voting period begins on Friday, 26th July 2024 (9.00 a.m. IST) and ends on Sunday, 28th July 2024
(5.00 p.m. IST) (both days inclusive). During this period shareholders’ of the Company, holding shares
either in physical form or in dematerialized form, as on the cut-off date i.e. on Monday, 22nd July 2024
may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation
44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders,
in respect of all shareholders’ resolutions. However, it has been observed that the participation by the
public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs
and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has
been decided to enable e-voting to all the demat account holders, by way of a single login credential,
through their demat accounts/ websites of Depositories/ Depository Participants. Demat account
holders would be able to cast their vote without having to register again with the ESPs, thereby, not
only facilitating seamless authentication but also enhancing ease and convenience of participating
in e-voting process.
Step1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders
holding shares in demat mode.
iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on
e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat
mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are advised to update their mobile number and email Id in their demat
accounts in order to access e-Voting facility.

Taparia Tools Limited Annual Report 2023-2024 13


Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method


Individual Shareholders holding 1) Users who have opted for CDSL Easi / Easiest facility, can login
securities in Demat mode with through their existing user id and password. Option will be
CDSL Depository made available to reach e-Voting page without any further
authentication. The users to login to Easi / Easiest are requested
to visit cdsl website www.cdslindia.com and click on login icon &
New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can
visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at cdsl website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit
securities in demat mode with the e-Services website of NSDL. Open web browser by typing the
NSDL Depository following URL: https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option
to register is available at https://eservices.nsdl.com.
Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

14 Taparia Tools Limited Annual Report 2023-2024


3) Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on
a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or
e-Voting service provider name and you will be redirected to
e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting.
Individual Shareholders (holding You can also login using the login credentials of your demat
securities in demat mode) account through your Depository Participant registered with
login through their Depository NSDL/CDSL for e-Voting facility. After Successful login, you will be
Participants (DP) able to see e-Voting option. Once you click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your
vote during the remote e-Voting period or joining virtual meeting
& voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL

Login type Helpdesk details


Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in Demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.
com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in Demat mode with NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at :
022-48867000 and 022-24997000
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and
non-individual shareholders in demat mode.
v. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders
other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a) For CDSL: 16 digits beneficiary ID,
b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Taparia Tools Limited Annual Report 2023-2024 15


c) Shareholders holding shares in physical form should enter Folio Number registered with the
Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding


shares in Demat.
PAN  Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA
or contact Company/RTA.
Dividend Bank Details  Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
OR Date of Birth (DOB) recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
field.

vi. After entering these details appropriately, click on “SUBMIT” tab.


vii. Shareholders holding shares in physical form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field. Kindly
note that this password is to be also used by the demat holders for voting for resolutions of any other
company on which they are eligible to vote, provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
ix. Click on the EVSN for the relevant <Company Name: Taparia Tools Limited> on which you choose to
vote.
x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting
page.
xv. If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
xvi. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to
scrutinizer for verification.
16 Taparia Tools Limited Annual Report 2023-2024
xvii. Additional Facility for Non-Individual Shareholders and Custodians-For Remote Voting only.
 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required

to log on to www.evotingindia.com and register themselves in the “Corporates” module.


 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed

to helpdesk.evoting@cdslindia.com.
 After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.
 The list of accounts linked in the login will be mapped automatically & can be delink in case of any

wrong mapping.
 It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which

they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
 Alternatively Non Individual shareholders are required mandatory to send the relevant Board

Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized
signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address
viz; secretarial@tapariatools.com (designated email address by company), if they have voted from
individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING
MEETING ARE AS UNDER :
1) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions
mentioned above for e-voting.
2) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed
after successful login as per the instructions mentioned above for e-voting.
3) Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the AGM.
4) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid
any disturbance during the meeting.
6) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting
via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is
therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7) Shareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning
their name, demat account number/folio number, email id, mobile number at secretarial@tapariatools.
com. The shareholders who do not wish to speak during the AGM but have queries may send their
queries in advance 7 days prior to meeting mentioning their name, demat account number/folio
number, email id, mobile number at secretarial@tapariatools.com.These queries will be replied to by
the company suitably by email.
8) Those shareholders who have registered themselves as a speaker will only be allowed to express their
views/ask questions during the meeting.
9) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so,

Taparia Tools Limited Annual Report 2023-2024 17


shall be eligible to vote through e-Voting system available during the AGM.
10) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the
same shareholders have not participated in the meeting through VC/OAVM facility, then the votes
cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is
available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
COMPANY/DEPOSITORIES
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN
card),AADHAR(self-attested scanned copy of Aadhar Card) by email to secretarial@tapariatools.com.
2. For Demat shareholders - please update your email id & mobile no. with your respective Depository
Participant (DP).
3. For Individual Demat shareholders-Please update your email id & mobile no. with your respective
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you
can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh
Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon
Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email
to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

18 Taparia Tools Limited Annual Report 2023-2024


Board’s Report
Dear Members,
Your Directors have pleasure in presenting the 58th Annual Report on the business and operations
of the Company together with Audited Financial Statements for the year ended March 31, 2024.

Financial Year 2023-2024 has been yet another year of achievements for your Company. Performance
highlights of your Company for the Financial Year 2023-2024 are mentioned briefly to give you all, an
overview of accomplishments of the Company.
1. FINANCIAL PERFORMANCE (as per Ind AS)
(Rs. in Lakh)
Particulars 2023-2024 2022-2023
Revenue (Net) 83,766.86 76,887.55
Profit before interest and depreciation 13,511.64 9,854.91
Less : Finance Costs 29.06 18.42
Gross Profit 13,482.58 9,836.49
Less : Depreciation 139.73 164.07
Profit for the year before tax 13,342.85 9,672.42
Less : Provision for taxation
Current Tax 3255.94 2,456.25
Excess Tax Provision for earlier years written back - (20.62)
Deferred Tax 110.30 4.76
Profit after tax 9,976.61 7,232.03
Other comprehensive Income
Defined benefit Gain on Measurements of the plans 77.14 (31.17)
Income Tax effect (19.42) 7.84
Other comprehensive Income, net of tax 57.72 (23.33)
Total comprehensive Income for the year, net of Tax 10,034.33 7,208.70
Appropriations
Less : Transferred to General Reserve 1,003.44 720.87
Distributable Profit 9,030.89 6,487.83
Interim Dividend (paid) 3,035.75 2,352.71
Final Dividend (proposed) 3,035.75 2,352.71
2. DIVIDEND
Your Directors are pleased to recommend a Final Dividend of Rs. 20/- per equity share on 1,51,78,750
equity shares of Rs. 10/- each for the year ended 31st March 2024, subject to approval of Members at the
ensuing Annual General Meeting and shall be subject to deduction of Income tax at source. (Final Dividend
paid in previous Financial Year was Rs. 77.50 per equity share on 30,35,750 equity shares of Rs. 10/- each).
During the Financial Year 2023-2024, your Company has paid Interim Dividend of Rs. 20/- per share on
1,51,78,750 equity shares of Rs.10/- each.(Interim Dividend in previous Financial Year was Rs. 77.50 per
share on 30,35,750 equity shares of Rs. 10/- each).

Taparia Tools Limited Annual Report 2023-2024 19


DIVIDEND DECLARED IN PAST THREE YEARS :
DIVIDEND DECLARED & PAID

Financial Year 2021-22 Financial Year 2022-23 Financial Year 2023-24

Dividend Declared and paid Dividend Declared and paid Dividend Declared and paid
on 30,35,750 Equity Shares on 30,35,750 Equity Shares on 1,51,78,750 Equity Shares
of Rs.10 each of Rs. 10 each of Rs. 10 each
1. Ist Interim Dividend- 1. Interim Dividend-Rs.77.50 Interim Dividend-Rs.20 each
Rs.70 each share each share share
2. IInd Interim Dividend- 2. Final Dividend-Rs.77.50
Rs.50 each share each share 

3. Final Dividend- Rs. 52.50


each share

3. SHARE CAPITAL OF THE COMPANY


During the year under review, the Shareholders in the Extra Ordinary General Meeting held on 27th April,
2023 have passed the resolution for increasing the Authorized Share Capital from Rs. 5.00 Crores to Rs.
35.00 Crores.
Further, the Company has issued fully paid up Bonus Equity Shares in the ratio of 4:1 i.e. 4 (four) Bonus
equity shares of Rs. 10/- each were issued to every 1 (one) existing equity share of Rs. 10/- each with the
approval of the Shareholders in the Annual General Meeting of the Company held on 3rd July, 2023.
After the increase of Authorized Share Capital and Paid-up Capital by way of issue of Bonus Equity Shares,
the total Share Capital of the Company stands as follows:
1. Authorized Share Capital- Rs. 35,00,00,000/-(Rupees Thirty Five Crores only).
2. Paid-Up Equity Share Capital- Rs.15,17,87,500/-(Rupees Fifteen Crores Seventeen Lakh Eighty Seven
Thousand Five Hundred only).

4. STATE OF THE COMPANY’S AFFAIRS


The Company’s working during the year is very satisfactory. The Company’s total Revenue was
Rs. 83,766.86 Lakh that represents an increase of 8.95% over Rs. 76,887.55 Lakh in the previous year. The
total comprehensive income after tax is Rs. 10,034.33 Lakh in the current year represents an increase of
39.20% against Rs. 7,208.70 Lakh in the previous year.

20 Taparia Tools Limited Annual Report 2023-2024


The Performance highlights of five years are furnished hereunder :

83,766.86

76,887.55
66.949.85
53,775.00

47,537.99

10,034.33
6,559.11 7,208.70
3,044.90 4,863.93

2019-2020 2020-2021 2021-2022 2022-2023 2023-2024


 Gross Revenue  Profit

5. CORPORATE GOVERNANCE
Corporate Governance has become an integral part of every business organization. Your Company as a
Good Corporate Citizen is committed to follow the best practices of Corporate Governance and the Board
is responsible to ensure the same from time to time.
Your Company has duly complied with the Corporate Governance requirements as set out under Chapter-
IV of the SEBI Listing Regulations, 2015 and the Secretarial Auditor of the Company, vide his Certificate
dated 21st May 2024, has confirmed that the Company is and has been compliant with the conditions
stipulated in the Chapter IV of the SEBI Listing Regulations.
It has been the endeavor of your Company to follow and implement best practices in corporate governance,
in letter and spirit. A report on Corporate Governance together with a Certificate from the Auditor of the
Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
6. LISTING INFORMATION
The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year
2024-2025 have been paid to BSE (Bombay Stock Exchange).
7. DEMATERIALISATION OF SHARES
The Promoters and Promoter group have dematerialized 97.08% of their shareholding as on the date of
this report. The Promoters and Promoter Group have finished the dematerialization of their shareholding
whatever has been possible.
8. PUBLIC DEPOSITS
During the financial year 2023-2024, the Company has not accepted any deposits within the meaning of
Sections 73 and 74 of the Companies Act, 2013 (“the Act”) read together with the Companies (Acceptance
of Deposits) Rules, 2014.
Taparia Tools Limited Annual Report 2023-2024 21
There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to (Rs. the indeposit
Lakh)
holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

9. LOANS, GUARANTEES AND INVESTMENTS


During the financial year 2023-2024, the Company has not given any guarantee for loans taken by others
from banks or other financial institutions. The Company has not taken any Term Loan. During the financial
year 2023-2024, the Company invested surplus fund generated from its operating activities in various
Mutual Funds: Liquid and Arbitrage funds. The balance as on 31st March 2024 was Rs.14,420.86 Lakh.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under the Listing
Regulations and Master Circular-Non-Banking Financial Companies-Corporate Governance (Reserve Bank)
Directions, 2015, is presented in a separate section forming part of this Annual Report.
11. HUMAN RESOURCE DEVELOPMENT
The motivating workforce has served the Company in major achievements and shall continue for the
years to come. Company’s performance driven culture helps and motivates employees to excel in their
respective areas and progress within the organization. The company has always recognized talent and has
judiciously followed the principle of rewarding performance.
12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Shri D.P. Taparia (DIN: 00126892), who being a Non-Executive Director of the Company since 1990, has
been appointed as Managing Director of the Company w.e.f. 30th May 2023.
b. During the Financial Year 2023-2024, Shri Rajeev J. Mundra, Independent Director (DIN: 00139886), has
been appointed as Chairman of the Board and Shri Sachin Shrinivas Bhattad, Independent Director (DIN:
01036605), has been appointed as Chairman of the Nomination & Remuneration Committee .
c. The two consecutive terms of Woman Independent Directors- Mrs. Disha Nitin Wadhwani (DIN: 06980759)
and Mrs. Premlata Narendra Purohit (DIN: 07846020) have been completed from the conclusion of Annual
General Meeting held on 3rd July 2023.The Board placed on record the appreciation for the guidance and
assistance extended by both the Women Directors during their association with the Company.
d. Shri Jaya Krishna Taparia (DIN: 00126945) has resigned from the post of Non-executive Director vide
Letter dated 30th July 2023.The Board placed on record the appreciation for the guidance and assistance
extended by Shri Jaya Krishna Taparia since his long association with the Company.
e. Shri M.P. Taparia (DIN: 00126971), Non-Executive Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of
Shri M.P. Taparia is given in the Annexure ‘I’ to the Notice.
f. Shri Bharat Taparia (DIN: 00139722) has been appointed as Non-Executive Director of the Company w.e.f.
9th August 2023 who will be eligible to retire by rotation.
g. Shri Rahul Maheswari (DIN: 01578935) has been appointed as Non-Executive Director of the Company
w.e.f. 9th August 2023 who will be eligible to retire by rotation.
h. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors
and subject to approval by the Members of the Company, it is proposed to re-appoint Shri Sachin S.
Bhattad as an Independent Director (DIN: 01036605) of the Company for a second term from the

22 Taparia Tools Limited Annual Report 2023-2024


conclusion of the ensuing Annual General Meeting for a period of 3 years till the conclusion of 61st
Annual General Meeting to be held in Year 2027. Brief profile of Shri Sachin S. Bhattad is given in the
Annexure ‘I’ of the Notice.
i. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board and
subject to the approval by the Members of the Company, Shri Narayan Tulsiram Atal (DIN: 00237626)
was appointed as Independent Director of the Company w.e.f. 21st May 2024 for a period of 3 years till
the conclusion of 61st Annual General Meeting to be held in the Year 2027. Brief profile of Shri Narayan
Tulsiram Atal is given in the Annexure ‘I’ of the Notice.
During the year, the Independent Directors of the Company had no pecuniary relationship or transactions
with the Company except the sitting fees received by them for attending Board and Committee Meetings
13. KEY MANAGERIAL PERSONNEL
During the year, there is no change in the Key Managerial Personnel except Shri D.P. Taparia (DIN: 00126892),
who being Non-Executive Director of the Company since 1990, has been appointed as Managing Director
of the Company w.e.f. 30th May 2023.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and based on the information and representations received from
the operating management, your Directors make the following statements in terms of Section 134 (3) (c)
of the Companies Act, 2013:
(a) that in the preparation of the Annual Financial Statements for the year ended 31st March 2024; the
applicable accounting standards have been followed along with the proper explanation relating to material
departures, if any;
(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected
and applied consistently and judgement and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the
profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
(d) that the Annual Financial Statements have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate
and are operating effectively;
(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws
and are adequate and operative effectively.
15. INDEPENDENT DIRECTORS’ DECLARATION
The Company has received necessary declaration from each of the Independent Directors, under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

Taparia Tools Limited Annual Report 2023-2024 23


16. ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES
The Board carried out an Annual Evaluation of its own performance, of the Independent Directors
individually as well as of the working of the Committees of the Board. The evaluation of performance
of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson
carried out by the Board was found to be highly satisfactory. The Board also noted that all the Independent
Directors of the Company are fulfilling the criteria of their independence as per the provisions of section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015.
17. RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions. There were no materially significant Related Party transactions made
by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the company at large.
There were no contracts or arrangements entered into by the Company in accordance with provisions
of section 188 of the Companies Act, 2013 which require reporting in Form AOC-2 pursuant to Section
134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
(Annexure ‘E’).
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place Internal Control Systems, commensurate with the size and complexity of its
operations to ensure proper recording of financial and operational information, compliance of various
internal controls and other regulatory and statutory compliance. During the year under review, no material
or serious observation has been received from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
On the basis of good internal control company ensures:
aOrderly and efficient conduct of operations.
aSecurity of its assets.
aPrevention of frauds and errors.
aReliable and accurate financial records.
19. PARTICULARS OF EMPLOYEES
The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed
herewith as Annexure ‘A’.
20. MEETINGS OF THE BOARD
Six Meetings of the Board of Directors were held during the year 2023-2024. For further details of the
meetings, please refer to the Corporate Governance Report, which forms part of this report.
21. AUDIT COMMITTEE
The composition, terms of reference, meetings held, etc. of the Audit Committee is provided in Corporate
Governance Report which forms part of this Annual Report.
There have been no instances of non-acceptance of any recommendations of the Audit Committee by the
Board during the financial year 2023-2024 under review.

24 Taparia Tools Limited Annual Report 2023-2024


22. NOMINATION AND REMUNERATION COMMITTEE
The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in
the Corporate Governance Report which forms part of this Annual Report.
23. STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014,
M/s. Harshil Shah & Company, Chartered Accountants, Mumbai were appointed as Statutory Auditors
of the Company, for a term of 5 (five) consecutive years, in the Annual General Meeting held on 27th
September 2019.
The term of M/s. Harshil Shah & Company, Chartered Accountants, Mumbai as Statutory Auditors will be
completed in the forthcoming 58th Annual General Meeting of the Company to be held on 29th July 2024.
Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and considering the wide experience of M/s Batliboi & Purohit Chartered Accountants,
the Audit Committee and the Board of Directors of the Company have recommended the appointment
of M/s Batliboi & Purohit Chartered Accountants, Mumbai as the Statutory Auditors of the Company for
a term of 5 (five) years to hold office from the conclusion of forthcoming 58th Annual General Meeting
of the Company, subject to the approval of the Members of the Company in the ensuing Annual General
Meeting.
The Company has received written Consent from the proposed Auditor and they have confirmed that they
are not disqualified from being appointed as the Statutory Auditors of the Company. A resolution seeking
appointment of M/s Batliboi & Purohit Chartered Accountants, as Statutory Auditors of the Company
forms part of the Notice of 58th Annual General Meeting and the same is recommended for Members’
approval.
24. AUDITORS’ REPORT
There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors
in their Report for the year under review.
Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013, have been
reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial
Statements are self-explanatory and do not call for any further comments.

25. SECRETARIAL AUDITOR


Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board appointed S R Khandelwal & Associates,
Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024 -2025.
26. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed as Annexure ‘D’ to
the Report.
27. COST AUDIT/MAINTENANCE OF COST RECORDS
The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost
Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the
Companies Act, 2013.
Taparia Tools Limited Annual Report 2023-2024 25
28. INTERNAL FINANCIAL CONTROLS AUDIT
The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5)
(e) (“IFC”) of the Companies Act, 2013. The Board believes that the Company has sound IFC commensurate
with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that
IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology
and fraud environment changes in response to competition, industry practices, legislation, regulation and
current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company
has a process in place to continuously identify such gaps and implement newer and improved controls
wherever the effect of such gaps would have a material effect on the Company’s operations.
Details of Internal Financial Control and its adequacy are included as an Annexure ‘B’ to the Independent
Auditors’ Report.
29. RISK MANAGEMENT
The Board of the Company has framed a risk management policy and monitors the risk management plan
for the Company. The Board reviews the risk management plan and ensuring its effectiveness.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Being a good corporate citizen, your Company is committed to contribute towards society, discharging its
corporate social responsibilities. In terms of section 135 and Schedule-VII of the Companies Act, 2013, the
Board of Directors of the Company has constituted a CSR Committee. The composition of the CSR Committee
and the meeting held in the financial year 2023-2024 are enclosed as part of this report as an Annexure ‘B’.
CSR Committee of the Board has developed a CSR Policy which is enclosed as a part of this report as an
Annexure ‘B’. Additionally, the CSR Policy has been uploaded on the website of the Company at www.
tapariatools.com.
31. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings
and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are given in the Annexure ‘C’ and forms part of this Annual Report.
32. VIGIL MECHANISM
Your Company believes that Employees are the backbone of the Company. In pursuance to the provisions
of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.tapariatools.com.
33. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)
In accordance with the provisions of the Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Sexual Harassment Committee is responsible for redressal of
complaints related to sexual harassment of women at the workplace in accordance with procedures,
regulations and guidelines. During the year under review, there were no complaints referred to the
Sexual Harassment Committee.
34. ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return (MGT-7) in the prescribed format is
available at the website of the Company at www.tapariatools.com.

26 Taparia Tools Limited Annual Report 2023-2024


35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact
the going concern status of the Company and its future operations except following:
Demand Order received from the Income Tax department for the Assessment year 2017-18 amounting to
Rs. 5,450.68 lakh. The demand has been contested by the Company and an appeal has been filed against
the said Order with Commissioner Income Tax (Appeals). The said demand has been treated as a contingent
liability.
BSE (Bombay Stock Exchange) had raised query regarding Corporate Governance filed for the Quarter
ended 30th September 2023 stating that: “The Chairperson of the Board cannot be a Chairman of the
Nomination and Remuneration Committee”. The said query was duly answered, however the BSE imposed
a penalty amounting to Rs. 2,17,120/-including GST for non-compliance in Corporate Governance report
for the quarter ended September 2023.
The Company has filed an application for waiver of fine by making payment of Rs. 11,800/- including GST
and filed revised Corporate Governance Report for the quarter ended 30th September 2023. The matter
is pending with BSE.
36. OTHER DISCLOSURES
There were no material changes and commitments affecting the financial position of your Company
between end of the financial year and the date of this report.
During the financial year 2023-2024, your Company has increased its Authorized Share Capital from Rs.5
Crore to Rs.35 Crore.
During the financial year 2023-2024, your Company made allotment of Bonus Equity Shares in the ratio of
4:1 i.e. for every 1 (one) equity share 4(four) equity share were allotted.
Your Company did not issue any sweat equity shares, debentures or bonds during the year.
The Company had undertaken a project for setting up a new plant at Vapi (Gujarat), however there has
not been any progress in the project, since the past few years. Keeping in view the cost benefit and time
lag of the project, management is of the view that it may not be feasible to complete the construction.
Consequently, it has been classified under Investment Property during the year.

37. ACKNOWLEDGEMENT
Your Directors take this opportunity to acknowledge with deep sense of appreciation and assistance of Central
and State Government authorities, bankers, Stock exchanges, customers, suppliers and business associates,
contractors and vendors. We also acknowledge the constructive suggestions received from Statutory and
Secretarial Auditors. We wish to place on record our appreciation for the untiring efforts and contributions
made by the Taparia Tools family at all levels to ensure that the company continues to grow and excel. We
acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Shri Rajeev J. Mundra Shri D.P. Taparia


Chairman of the Board Managing Director
Mumbai, 21st May, 2024 (DIN: 00139886) (DIN: 00126892)

Taparia Tools Limited Annual Report 2023-2024 27


Annexure ‘A’ to the Board’s Report
Information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
A. The ratio of the remuneration of each director to the median remuneration of the employees of the
company for the financial year:
Name of the Director Ratio
Shri D. P. Taparia (Managing Director w.e.f. 30.05.2023) N.A.
Shri Sivaramakrishnan Palaniappan Pillai, Whole Time Director - Operations 6.05
Note: Median remuneration of the Company for all its employees is Rs. 5,76,293/- p.a. for the financial
year 2023-2024.
B. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary
in the financial year :
Names of the Key Managerial Personnel Percentage
Shri D.P. Taparia, (Managing Director w.e.f 30.05.2023) No remuneration was paid
Shri Sivaramakrishnan Palaniappan Pillai, Whole Time Director - 22.54%
Operations
Shri S.R. Bagad, Chief Financial Officer 32.94%
Shri V.S. Datey,Company Secretary 25.92%

C. Percentage increase in the median remuneration of all employees in the financial year 2023-2024:
Particulars 2023-2024 2022-2023 Increase/Decrease (%)
Median remuneration of all employees Rs. 5,76,293 Rs. 5,78,309 (0.35%)
per annum
D. Number of permanent employees on the role of the Company as on 31st March, 2024: 280 Nos.
E. Explanation on the relationship between average increase in remuneration and Company Performance:
The remuneration is based on the Company’s performance and also includes various other factors
like individual performance, experience, skill sets, academic background, industry trend, economic
situation and future growth prospects etc. All these factors are considered appropriately for revision of
remuneration.
F. Comparison of the remuneration of the Key Managerial Personnel against the performance of your
Company:
The performance of the company is better due to efforts taken by Key Managerial Personnel of the
Company. (Refer Note B)
G. Details of Share price and market capitalization :

Year Market Price per Earnings per P/E Market Capitalisation Percent
Share (Rs.) Share (Rs.) Ratio (Rs. in Lakh) Change
2024 3.70 65.73 0.056 5,616 76.22
2023 10.50 47.65 0.044 3,187 4.72

28 Taparia Tools Limited Annual Report 2023-2024


H. Comparison of average percentage increase in salary of employees other than the key managerial
personnel and the percentage increase in the key managerial remuneration:
There has been increase in the remuneration payable to Executive Director, Chief Financial Officer and
Company Secretary and no significant increase in the remuneration of other employees (Refer Note B
& C)
I. Key parameters for the variable component of remuneration paid to the Directors.
During the year, no variable remuneration was paid to the Director except variable dearness allowance.
J. The ratio of the remuneration of the highest paid Director to that of the employees who are not
Directors but receive remuneration in excess of the highest paid director during the year:
There are no employees of the Company who receive remuneration in excess of the highest paid
Director of the Company.
K. Affirmation :
It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of
the Company.

Taparia Tools Limited Annual Report 2023-2024 29


Annexure ‘B’ to the Board’s Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR
2023-2024
Annexure II
Company’s Corporate Social Responsibility Policy:
As a responsible corporate citizen, Taparia Tools Limited believes that a Company is not only responsible
towards its employees and government but also responsible towards its society as a whole. Our Company
has always contributed funds towards the upliftment of Tribal areas, promoting health, Education and
eradicating the poverty and hunger in many areas as a responsible corporate.
Company aims at working towards a better tomorrow and sincerely & effectively discharges its responsibility
in the identified CSR thrust areas and other areas listed out in the Companies Act, 2013.
1. Brief outline on CSR policy of the Company :
Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social
Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate
Affairs, the Company has contributed an amount of Rs.170.52 Lakh during F.Y.2023-2024 towards the
corpus of various trusts (which are the implementing agency engaged in activities specified in Schedule-
VII of the Companies Act 2013).The CSR policy in compliance with the aforesaid provisions is placed on the
Company’s website at www.tapariatools.com.
2. Composition of the CSR Committee for the F.Y. 2023-2024 :

SN Name of the Designation Designation Number of Number of meetings of


Director / Role in / Nature of Meetings of CSR CSR Committee attended
Committee Directorship Committee held during the year
1 Shri D.P. Taparia Chairman Managing 1 1
Director
2 Shri Rajeev J. Member Independent 1 1
Mundra Director
3 Shri Sachin S. Member Independent 1 1
Bhattad Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the company: www.tapariatools.com.
4. Details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : Not
applicable.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any : Not applicable
6. Average net profit of the Company as per section 135(5) : Rs. 8,285.07 Lakh
7. (a) Two per cent of average net profit of the company as per section 135(5) : Rs.165.70 Lakh

30 Taparia Tools Limited Annual Report 2023-2024


(b) Surplus arising out of the CSR projects/ Programmes or activities of the previous financial years :
0.61 Lakh
(c) Amount required to be set off for the financial year: N.A.
(d) Total CSR obligation for the financial year : Rs. 165.70 Lakh
8. (a) CSR amount spent for the financial year : Rs. 170.52 Lakh
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(c) Details of CSR amount spent against other than on-going projects for the financial year :
SN Name of the Items from Local Location of Amount Mode of Mode of Implementation CSR Regn. No.
Project the List of Area the Projects- Spent for implemen- through Implementing
Activities in (Yes/ District/State the tation on Agency Name
Schedule VII to No) Project Direct
the Act (Rs.) (Yes/No)
1 Education Education No Pune 36,00,000 No Maharshi Vedavyas CSR00002814
Maharashtra Pratishthan, Dharmashri,
Mansar Appt, nr
Surymukhi Datta Mandir,
Pune University Road,
Pune- 411016
2 Upliftment Upliftment No Kolkata West 50,000 No Friends Of Tribal Society CSR00001898
of the of the under Bengal Ekal Bhawan, 123/A,
underprivileged privileged Harish Mukherjee, Road,
rural masses in rural masses Kolkata - 700026
India in India
3 Animal Welfare Animal No Mumbai 11,00,000 No Premvallabh CSR00051618
Welfare Maharashtra Charitable Trust,
23,Vasukamal,Tower,
Devidas Extension Road,
Borivali (W), Mumbai-
400103
4 Digital Sarathi Education No Jodhpur 51,00,000 No Softech Education CSR00009345
Rajasthan Society, Near Gaytri
Shaktipeeth, Jain Mandir
Road, Osian, Rajasthan-
342306
5 Promoting Promoting No Bhavnagar 25,00,000 No Shree Shraddha CSR00029026
Education Education Gujarat Education and Charitable
Trust, 39, Ashok Vatika,
Bhimdad Botad,
Gadhada,
Bhavnagar Gujarat-
364750
6 Promoting Health Promoting No Mumbai 25,00,000 No Kalawati Devi Memorial CSR00035323
and Education Health and Maharashtra Charitable Society,
Education Nagarwala Colony,Sr
No.339,CTS-326A, Poddar
Road, Malad East,
MH-400 097
7 Promoting Promoting Yes Nashik 2,00,000 No Kalyankari Pratishthan, CSR00012609
Education Education Maharashtra Maherghar Mangal
Karyalaya, Khutvad Nagar,
Behind ITI-Satpur, Nashik
- 422 008

Taparia Tools Limited Annual Report 2023-2024 31


8 Promotes Promotes No Kolkata, West 20,000 No Shree Hari Satsanga CSR00013480
Gender, Equality Gender, Equality Bengal Samity, Ekal Bhawan,
and Women and Women 123/A, Harish Mukherjee
Empowerment Empowerment Road ,Kolkata- 700026
9 Promoting Promoting Yes Nashik 50,000 No Rachana Trust, Narsinha CSR00002523
Education Education Maharashtra Nagar, Near Savarkar
Nagar Chowk, Gangapur
Road Nashik- 422013
10 Eradicating Eradicating No Mumbai 2,00,000 No Shree Aniruddha Aadesh CSR00011566
extreme hunger extreme hunger Maharashtra Pathak, Flat No.503,
and poverty and poverty Link Apartment, TPS - III,
Khari Village, Khar (West)
Mumbai- 400052
11 Medical Relief Medical Relief No Mumbai 15,25,000 No Jagannath Taparia CSR00026108
and Education and Education Maharashtra Memorial Trust, Tulsi
Bhavan, 86/3, Sutar
Chawl, 3rd Floor,
Mumbai- 400 002
12 Promoting Promoting Yes Nashik 2,00,000 No Shri Ramkirshna CSR00064907
Education Education Maharashtra Sarada Ashrama
Nashik 203,Guruashish
Sharanpur Road, Canada
Corner Nashik- 422002
13 Promoting Promoting No Birsingpur, 7,000 No Pandey Shiksha Samiti CSR00023771
Education Education Madhya At Gram Post Domhai,
Pradesh Birsingpur,
MP-485226
Total Amount Spent 1,70,52,000

(d) Amount spent in Administrative Overheads: NIL.


(e) Amount spent on impact assessment: Impact Assessment- Not Applicable.
(f) Total amount spent for the Financial Year: Rs. 170.52 Lakh.
(g) Excess amount set off, if any. : Nil
Rs. in Lakh
SN Particulars Amount
1. Two per cent of average net profit of the company as per section 135(5) 165.70
2. Total amount spent for the Financial Year 2023-2024 170.52
3. Excess Amount spent for CSR projects for the Financial Year 2023-2024 4.82
4. Surplus arising out of the CSR projects or programmes or activities of the 0.61
previous Financial years, if any
5. Amount available for set off in succeeding Financial years 5.43

1. Details of Unspent CSR amount for the preceding three financial years : Not applicable.
2. Creation or acquisition of capital asset : Not applicable.
3. Specify the reason(s), if the company has failed to spend two per cent of the average net profit
as per section 135(5) : Not applicable.

32 Taparia Tools Limited Annual Report 2023-2024


Annexure ‘C’ to the Board’s Report
Information as per Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014 and forming part of Board’s Report for the year ended March 31, 2024.

A) CONSERVATION OF ENERGY • T Socket wrench


A) Power Factor control maintained around: • Callipers and Dividers
0.98. • Torque Wrench Standard Type
B) Motors - From Star Delta to Star. • Double Side Socket Wrench
Connection in 2 Motors Total 15 x 2 = 30 HP. • Tool Bags
C) Replaced one 7.5 HP High Power Motors to • Plumber Tool Kit 1 & 2
5 HP Lesser Power Motor. • Insulation Tape
Successfully and Planning to Replace further • Hand Riveter
5 to 6 Motors. • Fiber glass Handle Hammers
D) Replaced 15 No. of 250 Watt Sodium Vapour • Tungsten Carbide Tip Hole Saw
Lamps by 200 Watt LED Lamps. • Electric Chisel
B) TECHNOLOGY ABSORPTION Also Introduced some additional varieties in
existing product group :
The efforts made towards technology absorption
• 4 inches Cup Wheel
1) Replaced Multiple Conventional Machines by • Ring Spanner Set in Inch Series
CNC Machines for different operations.
• Slogging Ring Offset Spanner
2) Low Cost Automation • T Socket Wrench
a) Gravity Fed Roller Conveyor used for • DEP Spanner Set with Hanger (mm Series)
Production Line / Material Handling. • 3/8 DR. 20 Pcs Socket Set
b) Replaced 6 Nos. of Semi Auto Strapping We have participants in following Domestic &
Machine to partially Fully Automated Strapping Internationals Exhibitions 2023-2024.
Machine.
The expenditure incurred on Research and
c) Retrofitted existing Mechanical Auto Feed
Development-
Drilling Machines of Adjustable handle
manufacturing line with servo-controlled feed. a) Capital :  Nil
b) Recurring : ` 244.61 Lakh
d) Battery operated Pallet Trucks in place of
Manual Mechanical/Hydraulic Lift Pallet Trucks c) Total : ` 244.61 Lakh
for material Handling. d) Total R and D Expenditure : 0.29%
as a % of total turnover
C) Addition of New Products.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The following new products have been
Foreign exchange earnings : ` 669.86 Lakh
introduced during the year 2023-2024.
Foreign exchange outgo :  ` 6.46 Lakh

Taparia Tools Limited Annual Report 2023-2024 33


Annexure ‘D’ to the Board’s Report
FORM NO. MR- 3
SECRETARIAL AUDIT REPORT
FOR THE YEAR ENDED MARCH 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
Taparia Tools Limited
CIN: L99999MH1965PLC013392
Address: - 52 & 52B, MIDC Area,
Satpur, Nashik-422007,
Maharashtra, India

I am appointed by the Board of Directors of Taparia Tools Limited (hereinafter called “the Company”) to
conduct an Annual Secretarial Audit on a voluntary basis for the period ended 31st March 2024 (“Audit
Period/period under review”).
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Taparia Tools Limited (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion,
the Company has, during the audit period covering the financial year ended on 31st March 2024 (“Audit
Period/period under review”) complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I have examined the books, minute books, forms and returns filed and other records maintained by the
Company for the period ended on 31st March, 2024 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made thereunder.
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder:
III. The Depositories Act, 1996 and the Regulations and Bye- laws framed thereunder.
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, overseas Direct Investment and External Commercial Borrowings;
(Not Applicable to the Company during the Audit Period since no foreign exchange transactions for
foreign/overseas direct investment or inward remittance were reported during the Audit Period).
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’): -
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. :

34 Taparia Tools Limited Annual Report 2023-2024


b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018.
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021: - (Not Applicable to the Company during the Audit Period as the Company has
not issued Employee Stock Option Scheme and Employee Stock Purchase Scheme during the period
under review ;)
f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021: - (Not Applicable to the Company during the Audit Period as the Company has
not issued and listed any Non-Convertible securities during the period under review ;)
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with clients.
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021:-(Not
Applicable to the Company during the Audit Period as the Company has not delisted/ proposed
delist its equity shares from the Stock Exchange during the period under review ;)
i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018:-(Not Applicable
to the Company during the Audit Period as the Company has not bought back any of its securities
during the period under review.
VI. Other laws applicable to the Company namely
A) Labour Laws
1. Factories Act, 1948
2. The Payment of Wages Act, 1936
3. Employees’ State Insurance Act, 1948
4. The Maternity Benefit Act, 1961
5. Employees’ Compensation Act, 1923
B) Environment Laws
1. Water (Prevention and Control of Pollution) Act, 1974.
2. Water (Prevention and Control of Pollution) Cess Act, 1977.
3. Air (Prevention and Control of Pollution) Act, 1981.
4. Environment (Protection) Act, 1986.
5. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008.
The Secretarial Audit for the period mentioned above was carried out by examining the records
maintained by the Company physically. Physical records maintained by the Company for the period
01st April, 2023 to 31st March, 2024 have been verified by visiting the Company premises. The Audit
has been conducted to the best of my abilities and information represented by the Management of the
Company was to the extent possible examined and verified.
Further, I have also examined compliance with the applicable clauses of the following :
i) Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standard on
General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI)

Taparia Tools Limited Annual Report 2023-2024 35


ii) The Listing Agreements entered by the Company with the Bombay Stock Exchange (BSE) Limited and
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, and Listing Agreements etc. mentioned above. Following is our
observations on specific matters of the Company:

Sr. Compliance Requirement Observations/Remarks


No. (Regulations/ circulars / guidelines
including specific clause)
1 Regulation 31(2) of SEBI (Listing 97.79% of the shares are in Dematerialized Form
Obligation and Disclosure compared to 100% as required under the regulation.
Requirement) Regulations 2015 Out of total dematerialized shares of promoters, 20.61%
of promoters holding (bonus shares) are held in escrow
account considering that promoters primary shares are
yet to be converted to dematerialized shares.
2 Regulation 19(1)/19(2) of SEBI During the period under Audit, Bombay Stock Exchange
(Listing Obligation and Disclosure via its letter dated 27th October 2023 initiate action
Requirement) Regulations 2015 and charged penalty of INR 2,17,120 under Regulation
19(1)/19(2) of SEBI (LODR) Regulation 2015 for Non-
Compliance pertaining to Chairperson of the Nomination
and Remuneration Committee. In a response the
Company submitted its explanation and requested for
a “Waiver of Fine Application” to the Exchange, seeking
relief from the imposed fine. The matter was currently
under consideration by the Exchange, and as on the date
of signing of this report the Company is awaiting response.

I further report that :


• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board
of Directors that took place during the period under review were carried out in compliance with the
provisions of the Act.
• There was no prosecution initiated and no fines or penalties were imposed during the year under
review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and
Guidelines framed under these Acts against / on the Company, its Directors and Officers other than
mentioned above;
• The Directors have complied with the disclosure requirements in respect of their eligibility of
appointment, their being independent and compliance with the Code of Business Conduct & Ethics
for Directors and Management Personnel other than mentioned above.
• The FEMA, 1999 is applicable to the Company under the review of audit.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least 07 days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as
part of the minutes.

36 Taparia Tools Limited Annual Report 2023-2024


I further report that there are adequate systems and processes in the company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that during the audit period there were no specific events/actions in the pursuance to the
above referred laws, rules, regulations, guidelines, standards etc. having a major bearing on the company’s
affairs.

For S R Khandelwal & Associates


Company Secretaries
ICSI Unique code: S2024MH912700

Sagar R. Khandelwal
Company Secretary ACS: 25781 | COP: 13778
UDIN: A025781F000398857
Peer Review Certificate No.: 3501/2023

Place: Pune
Date: 20th May 2024

This report is to be read with our letter of even date which is annexed as Annexure I and forms an
integral part of this report.

Taparia Tools Limited Annual Report 2023-2024 37


Annexure-I
To,
The Members,
Taparia Tools Limited
CIN: L99999MH1965PLC013392
Address:- 52 & 52B, MIDC Area,
Satpur, Nashik-422007, Maharashtra, India

My Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise
proper systems to ensure compliance with the provisions of all applicable laws and regulations and to
ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility
2. My responsibility is to express an opinion on these secretarial records, standards and procedures
followed by the Company with respect to secretarial compliances.
3. I believe that audit evidence and information obtained from the Company’s management is adequate
and appropriate for us to provide a basis for my opinion.
4. I have not verified the correctness, or appropriateness of financial records and books of accounts of
the Company.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and
standards is the responsibility of the management. Our examination was limited to the verification of
the procedures on a test-check basis.
6. Wherever required, I have obtained the management representation about the compliance of laws,
rules and regulations and happening of events etc.

Disclaimer
7. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of
the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For S R Khandelwal & Associates


Company Secretaries
ICSI Unique code: S2024MH912700

Sagar R. Khandelwal
Company Secretary ACS: 25781 | COP: 13778
UDIN: A025781F000398857
Peer Review Certificate No.: 3501/2023

Place: Pune
Date: 20th May 2024

38 Taparia Tools Limited Annual Report 2023-2024


Management Reply on the Observations of Secretarial Audit Report

S Compliance Requirement Observations/Remarks Management’s Reply


N (Regulations/ circulars/
guidelines including specific
clause)
1 Regulation 31(2) of 97.79% of the shares are in The “Promoters and Promoter
SEBI(Listing Obligation and Dematerialized Form compared group” have finished
Disclosure Requirement) to 100% as required under the dematerialization of their
Regulations, 2015 regulation. shareholding whatever has been
possible.
2 Regulation 19(1)/19(2) of During the period under Audit, The Company has not done
SEBI (Listing Obligation and Bombay Stock Exchange via its any non-Compliance under
Disclosure Requirement) letter dated 27th October 2023 regulation 19 (1) & 19(2) and
Regulations,2015 initiate action and charged explanation of the same was
penalty of INR 2,17,120 under submitted to the Bombay Stock
Regulation 19(1)/19(2) of SEBI Exchange.
(LODR) Regulation, 2015 for
non-compliance pertaining to The Company has filed an
Chairperson of the Nomination Application for waiver of fine by
and Remuneration Committee. making payment of Rs.11,800/-
In a response the Company including GST and filed revise
submitted its explanation and Corporate Governance Report
requested for a “Waiver of Fine for the quarter ended 30th
Application” to the Exchange, September 2023. The matter is
seeking relief from the imposed pending with BSE.
fine. The matter was currently
under consideration by the
Exchange, and as on the date
of signing of this report the
Company is awaiting response.

Taparia Tools Limited Annual Report 2023-2024 39


Annexure ‘E’ to the Board’s Report
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm
length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

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


(b) Nature of contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
N.A.
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting as required under
first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis :

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


(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any N.A.

(e) Date(s) of approval by the Board


(f) Amount paid as advances, if any

For and on behalf of the Board of Directors

D. P. Taparia
Managing Director
(DIN: 00126892)
Mumbai, 21st May 2024

40 Taparia Tools Limited Annual Report 2023-2024


Management Discussion and Analysis
FORWARD LOOKING STATEMENTS :
Statements in the Management Discussion and Analysis describing the Company’s objectives, projections,
estimates, expectations and predictions may be “forward-looking statements” within the meaning of
applicable securities law and regulations. Actual results could differ materially from those expressed or
implied, important factors that could make difference to the Company’s operations include raw material
availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in the
Government regulations, tax regimes, economic developments within India and countries in which the
Company conducts business and other incidental factors.
The Financial Statements have been prepared on a historical cost basis and on the accrual basis and
are prepared in accordance with the accounting standards notified under the Companies (Accounting
Standard) Rules, 2006 and other relevant provisions of the Companies Act, 2013.
GLOBAL ECONOMY OVERVIEW
The latest World Economic Situation and Prospects report for 2024, paints a sobering picture of the global
economic landscape. The world economy continues to face multiple crises, jeopardizing progress towards the
Sustainable Development Goals (SDGs).Although global economic growth outperformed expectations in 2023
with several large economies showing remarkable resilience, simmering geopolitical tensions and the growing
intensity and frequency of extreme weather events have increased underlying risks and vulnerabilities.
Furthermore, tight financial conditions also pose increasing risks to global trade and industrial production.
GLOBAL GDP GROWTH
The global GDP growth, from an estimated 2.7% in 2023 to 2.4% in 2024, signaling a continuation of
sluggish growth trends. Developing economies, in particular, are struggling to recover from pandemic-
induced losses, with many facing high debt and investment shortfalls.
The United States, the world’s largest economy, is expected to see a drop in GDP growth from 2.5% in 2023
to 1.4% in 2024. Consumer spending, a key driver of its economy, is likely to weaken due to various factors,
including high interest rates and a softening labor market.
INDIAN ECONOMY OVERVIEW
With strong macro-economic fundamentals, robust domestic demand, fiscal discipline, high saving rates
and demographic trends, India is now the fifth-largest economy in the world. Today, India’s leading economic
contributors are traditional and modern agriculture, technology services, the handicraft industry and
business outsourcing. With an estimated GDP of more than 4.1 trillion dollars generated by a population
of over 1 billion, India is among the highest population-based economies in the world.
The Indian economy is projected to grow at 7.5 per cent in 2024, the World Bank has said, revising its earlier
projections for the same period by 1.2 per cent. Overall, growth in South Asia is expected to be strong at
6.0 per cent in 2024.Financial conditions in India have remained accommodative. Domestic credit issuance
to the commercial sector (including public and private borrowers) grew by 14 per cent (year-on-year) in
December 2023, the fastest pace since 2013. Financial soundness indicators continued to improve.

Taparia Tools Limited Annual Report 2023-2024 41


HAND TOOLS MARKET
Major growth drivers for the Indian hand tools market include the increasing infrastructure projects,
rising automobile demand, an expansion of infrastructure and construction projects, the growth of the
heavy engineering sector, and an upward trend in consumer disposable income. E-commerce platforms
offer wider access to products, influencing market dynamics. The market’s future hinges on innovation,
ergonomic design, and durability, aligning with users’ evolving preferences. As India’s industries expand
and consumer demands shift, the hand tools market showcases adaptability and potential for sustained
growth. Major factors driving the growth of the India Hand Tools Market include the growing infrastructure
sector and increasing number of manufacturing plants.
The market is projected to grow at a CAGR of 5.4% between 2024 and 2032 and estimated to witness a healthy
growth in the forecast period of 2024-2032 to reach about USD 39.39 billion by 2032.The development of
advanced and innovative hand tools, the surging trend of DIY activities, and the manufacturing of hand
tools using cutting-edge technology are the key trends aiding the market report.
BUSINESS REVIEW AND PERFORMANCE
The current market conditions are improving in a balanced manner and there are hopes of steady recovery
form the past effects of pandemic situation. The Company will continue to pursue the long lasting and
stable growth based on its philosophy of generating profits through creation of the ”Greatest Value” for
its Customers and Stakeholders.
The Company has paid Interim Dividend to its Shareholders @200% ( Rs. 20/-per share) for the Financial
Year 2023-2024 and also declared Final Dividend.
SWOT ANALYSIS
Strengths
1. Superior Quality of product.
2. Brand Name of the Company in Hand Tools Market.
3. Powerful dealer and service Network.
4. Strong leadership of Top Level Management.
5. Skilful and qualified employees.
6. Emerging and Challenging new markets.
7. Readiness to cope up with the advancements emerging in the Market.
Weakness
1. Increasing production and Operation Cost.
2. Increasing demand.
Opportunities
1. Global Market Demand.
2. Technology improvement.
3. Digitalisation of business processes.
4. Informative Programme for advancements in Hand Tools.
Threats
1. Rising cost of raw material.
2. Competition from domestic and international imports.
3. Uncertainties due to global crisis.

42 Taparia Tools Limited Annual Report 2023-2024


OPERATIONAL AND FINANCIAL PERFORMANCE :
The Company’s working during the year is very satisfactory. The Company’s total Revenue was
Rs. 83,766.86 Lakh that represents an increase of 8.95% over Rs. 76,887.55 Lakh in the previous year. The
total comprehensive income after tax is Rs. 10,034.33 Lakh in the current year represents an increase of
39.20% against Rs. 7,208.70 Lakh in the previous year.
The efforts by the Management have led to very stable and healthy work environment in the Company
and paves way for the future growth. The Management always takes efforts for its employees for better
growth of an organization at all levels. The Board acknowledges strong commitment and on the ground
efforts of all employees towards the growth of the Organization.
Established in 1965 in India with collaboration with Swedish Company, Taparia Tools Limited is one stop and
most reliable solution to hand tools requirements. The Company is committed to providing quality products to
increase customer satisfaction. The Company is continuously expanding its product line with new innovative
products to address the needs of market along with offering ease of use maintaining the aesthetic look.

RATIOS 2023-2024 2022-2023 % CHANGE


Current Ratio (Times) 4.27 4.27 No change
Return on Equity Ratio (%) 31.51 26.75 17.79
Inventory Turnover Ratio (Times) 4.48 3.30 35.76
Trade Receivable Turnover Ratio (Times) 11.46 11.75 (2.47)
Trade Payable Turnover Ratio (Times) 9.06 11.98 (24.37)
Net Capital Turnover Ratio (Times) 2.85 3.17 (10.09)
Net Profit Ratio (%) 8.44 9.46 (10.78)
Return on Capital Employed (%) 32.70 35.77 (8.58)
Return on Investment (%) 4.01 3.25 23.38
RESEARCH AND DEVELOPMENT
Taparia Tools Limited has a dedicated Research and development team of Professionals continuously
looking for ways to increase their products’ effectiveness, conduct study of market trends and advancement
and come up with new ideas that will shape the market.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has established proper and effective internal control system to provide reasonable assurance
for safeguarding the Company’s assets, promoting operational efficiency and reliability and ensuing
compliance with various legal and regulatory provisions. The internal control systems are designed to
ensure that the financial and other records re reliable for preparing financial statements and for maintaining
accountability of assets and other records in a systematized manner.
The company has created an effective internal control system, by establishing the following:
1. Policies and procedures including, organizational structure, job descriptions, authorization matrix;
2. Segregation of duties and responsibilities;
3. Authorization and approval process;
4. Performance monitoring and control procedures;
5. Safeguarding assets, completeness and accuracy;

Taparia Tools Limited Annual Report 2023-2024 43


6. Manpower management;
7. Independent internal audit function;
8. Regulatory compliance and risk management;
Company has documented Standard Operating Procedures (SOPs) for procurement, human resources,
sales and marketing, logistics, finance and treasury, financial reporting, compliances and other areas of its
operations.
The compliance to these controls and systems including SOPs is periodically reviewed by the Internal Audit
function and exceptions are reported. All material audit observations and follow up actions thereon are
reported to the Audit Committee. The Committee holds regular discussions with the auditors to ensure
adequacy, efficiency and effectiveness of the internal control systems and monitors implementation of
audit recommendations from time to time.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY :
A Healthy work culture can drive better economic development and a feeling of well-being. Taparia
Tools Limited recognizes the importance of health and wellness of its employees as well as at the
Factory and Offices. The Safety, Occupational Health & Environmental Policy (SH&E Policy),inter alia,
covers and ensures safety of public, employees, plant and equipment, ensures compliance on a monthly
basis by developing compliance systems and imparts training on Safety, Sustainability & Prevention of
Sexual Harassment to all its employees. Due to Company’s commitment to improve the well-being of
its employees and contract workmen, it organizes physical fitness activities like Occupational Health
Examination Camps, medical checkups, consultation and counseling.

HUMAN RESOURCES:
Human Resource is a key pillar to the success of manufacturing industries. To ensure your business can
overcome the challenges threatening the industry, you need to make sure you have a skilled and dedicated
work force. HR can also help to ensure that staff is retained and create value and performance-based
reward systems. Another important role that HR plays in manufacturing businesses is that they are able to
create better and effective recruitment processes based on the experience and caliber of the Candidate,
on-boarding training which can help to eliminate the skills shortage gap altogether.
The Company has strongly embedded core values and all employees are trained and encouraged to use
these values in their daily operations and the bases for making decisions. Taparia Tools Limited has a
favorable work environment that encourages innovation and meritocracy. The Company continued the
welfare activities for the employees, which include Medical Care, Group Insurance, Canteen facility, etc.
To enrich the skills of employees and enrich their experience, the Company arranges Practical Training
Courses by Internal and External Faculty.
STATUTORY COMPLIANCE
All declarations and compliances with respect to the applicable statutes, enactments and guidelines are
submitted at every meeting of the Board of Directors of the Company. The Company Secretary who is
also the Compliance Officer gives a declaration of compliance to the Board with respect to the applicable
provisions of Companies Act, 2013 and Securities and Exchange Board of India (SEBI) Regulations, 2015.
CONCLUSION
The Company has posted better results in the financial year 2023-2024. The Company is concentrating
to achieve higher position in the Hand Tools Market in near future and multiply its turnover through
effective and qualified manpower.

44 Taparia Tools Limited Annual Report 2023-2024


Report on Corporate Governance for the Financial Year 2023-2024
The Corporate Governance is based on transparency, accountability and focus on the sustainable success
of the Company over the long-term. The Corporate Governance Code adopted by the Board acts as a
comprehensive framework within which the Company, Board of Directors (the Board), Statutory Board
Committees may effectively operate for the benefit of its varied stakeholders. The Board is responsible
for and committed to sound principles of Corporate Governance in the Company. The Board plays a
crucial role in overseeing how the management serves the short and long-term interests of shareholders
and other stakeholders.
Corporate Governance essentially involves balancing the interests of various stakeholders i.e. Customers,
Shareholders, Government, Investors and Suppliers.

COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE


As a good corporate citizen, Taparia Tools Limited is committed to sound corporate practices.
Your Company is complying with the Corporate Governance norms set by Companies Act, 2013
and Securities Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015.
A report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter
IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015(hereinafter referred to as “Listing Regulations”) is given below.
For effective implementation of the Corporate Governance practices, the Company has a well-defined
framework inter-alia, consisting of the following:
1. Code of Conduct for Board Members and Senior Management Personnel.
2. Code for Prevention of Insider Trading in the Securities of India.
3. Practices and procedure for Fair Disclosure of all material events.
4. Risk Management policy.
5. Whistle Blower Policy.
6. Sustainability & Corporate Social Responsibility Policy.
THE BOARD OF DIRECTORS
The Company’s Board of Directors is the apex body constituted by its Shareholders for overseeing the
Company’s functioning and overall performance. The Board provides strategic direction, leadership and
guidance to the Company’s Management for creating long term value for the Company’s Stakeholders,
Board of Directors functions in accordance with the powers delegated under the Companies Act, 2013,
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended {hereinafter
referred as SEBI(LODR)}, Memorandum of Association & Articles of Association.
Composition of Board
The Board of your Company comprises of highly experienced persons of repute, eminence and has a
good and diverse mix of Executive, Non-Executive, Independent Directors and Woman Director on the
Board which is essential to separate the two main Board function viz: Governance and Management.
As on 31st March, 2024, the Company had 9 Directors out of which- 2 are Executive Directors, 4 are Non-
Executive Directors and 3 are Independent Directors including 1 Woman Director. The Board composition
is in conformity with the applicable provisions of Companies Act, 2013 (the Act) and Securities and
Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) as amended from time to time.

Taparia Tools Limited Annual Report 2023-2024 45


The details of the Board are as follows:

Board Composition

1. Executive Directors

1. Shri D.P. Taparia - Managing Director


2. Shri Sivaramakrishnan Palaniappan Pillai

2. Independent Directors

1. Shri Rajeev J. Mundra (Chairman of the Board)


2. Shri Sachin S. Bhattad
3. Mrs. Swati R. Bhairi

3. Non- Executive Directors

1. Shri M.P. Taparia


2. Shri Virendraa Bangur
3. Shri Bharat Taparia
4. Shri Rahul Maheswari

None of the Directors on the Board holds directorships in more than ten public Companies. Further,
none of them is a member of more than ten committees or chairman of more than five committees
across all the public companies in which he/she is a director. Necessary disclosures regarding committee
positions in other public companies as on March 31st, 2024 have been made by the Directors.
Independent Directors are Non-executive Directors as defined under Regulation 16 (1b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.The maximum tenure of the Independent
Directors is in compliance with the Companies Act, 2013 (“Act”). All the Independent Directors have
confirmed that they meet the criteria as mentioned under Section 149 of the Companies Act, 2013.

BOARD COMMITMENT AND BOARD MEETINGS


All Directors are expected to attend each Board Meeting and each Committee Meeting of which they
are members, unless there are exceptional reasons preventing them from participating. Only members
of the Committees are entitled to attend Committee Meetings, but others may attend at Committee
Chair’s discretion.

46 Taparia Tools Limited Annual Report 2023-2024


Six Board Meetings were held during the Financial Year ended on 31stMarch 2024. Maximum time gap
between two Board Meetings did not exceed the limits as stipulated in the Companies Act, 2013. All the
Board Meetings were conducted through video conferencing/other audio-video means except meeting
which was held on 12th February, 2024 at the Corporate Office of the Company situated at Mumbai. The
details of the Board Meetings held during the Financial Year 2023-2024 are as follows:

01 Tuesday, 30th May 2023


02 Thursday, 13th July 2023
03 Wednesday, 9th August 2023
04 Tuesday, 26th September 2023
05 Tuesday, 7th November 2023
06 Monday, 12th February 2024
Attendance of Directors at the Board Meetings and the last Annual General Meeting:

Name of Director Category Meetings attended Directorships


in other
Board EGM held AGM held
public
on 27-04- on 03-07-
Companies
2023 2023
Shri Rajeev Jugalkishor Independent Director and 6 Yes Yes 2
Mundra Chairman of the Board
Shri Sachin Shrinivas Bhattad Independent Director 6 NA NA 0
Mrs. Swati Ravindra Bhairi Independent Director 5 NA NA 0
(w.e.f 30.05.2023)
Shri D.P. Taparia Managing Director and 6 Yes Yes 1
Promoter
Shri J.K.Taparia Non- Executive Promoter- 2 Yes Yes NA
(upto 30.07.2023) Director
Shri M.P. Taparia Non- Executive Promoter- 6 Yes Yes 1
Director
Shri Virendraa Bangur Non-Executive Director 5 Yes Yes 9
Shri Bharat Taparia Non- Executive Promoter- 3 Yes Yes 1
(w.e.f.09.08.2023) Director
Shri Rahul Maheswari (w.e.f. Non-Executive Director 3 NA Yes 0
09.08.2023)
Shri Sivaramakrishnan Director- Operations 6 NA NA 0
Palaniappan Pillai
Mrs. Disha Nitin Wadhwani Independent Director 1 Yes NA NA
(upto 03.07.2023)

Mrs. Premlata Narendra Independent Director 1 NA NA NA


Purohit (upto 03.07.2023)

* The details of the Directorships in other public Companies are not given in respect of those directors
who are not on the board as on the date of Board Report i.e. 21st May 2024.

Taparia Tools Limited Annual Report 2023-2024 47


INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 12th February 2024 without the presence of Non-Independent
Directors and Members of the Management. At this meeting, the Independent Directors inter-alia
discussed the following details :
Reviewed the performance of the Non-Independent Directors and the Board of Directors as a whole.
Reviewed the performance of the Chairman of the Board.
Assessed the quality, quantity and timeliness of flow of information between the Management
and the Board of Directors.

Familiarization Programme for Independent Directors


The Executive Director of the Company provides a brief of the industry and business of the Company
to the new Independent Directors and also has a discussion to familiarize the Independent Directors
with the Company’s operations. At the time of regularization of the appointment of the Independent
Director, the appointment is formalized by issuing a letter to the Independent Director, which inter-
alia explains the role, function, duties and responsibilities expected from him/her as a Director of the
Company.

Committees of the Board


The Company work through various Committees of the Board for ensuring proper check and governance.
The Company consists of four committees. The Composition and details of the Directors in the committees
are as follows:

Composition of Committees of the Board

1. Audit Committee 2. Nomination & Remuneration Committee


Chairman- Shri Rajeev J Mundra Chairman- Shri Sachin S. Bhattad
Member- Shri Sachin S. Bhattad Member- Shri Rajeev J. Mundra
Member- Mrs. Swati R. Bhairi Member- Mrs. Swati R. Bhairi

3. Corporate Social Responsibility Committee 4. Stakeholders Relationship Committee


Chairman- Shri D.P. Taparia Chairman- Shri Rajeev J. Mundra
Member- Shri Rajeev J. Mundra Member- Shri D.P. Taparia
Member- Shri Sachin S. Bhattad Member- Shri Sachin S. Bhattad

a. AUDIT COMMITTEE
The Members of the Committee have good exposure to Law, Financial Management, Taxation, Company
Law matters, Internal/External Audit as well as in the areas of General Management.

48 Taparia Tools Limited Annual Report 2023-2024


The Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 as well
as those mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members
of the Audit Committee possess financial / accounting expertise /exposure.

Scope of Audit Committee


The Board has duly defined the terms of reference of the Audit Committee of the Company on the same
lines as provided under Regulation 18(1) of the Listing Regulations read with Section 177 of the Companies
Act, 2013 as amended from time to time.

The Audit Committee’s roles and objectives include


1. Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company.
2. Approval of payment of statutory auditors for any other services rendered by the auditors of the
Company.
3. Reviewing with the management, the annual financial statements and auditors report thereon before
submission to the Board for approval, with particular reference to :
a. matters required to be included in the Director’s responsibility statement to be included in the
Board’s Report as per section 134 (3)(c) of the Companies Act 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise by judgement by the
Management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. Compliances with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transaction;
g. Modified opinion in the draft audit report;
4. Reviewing with the management, the quarterly financial statements before submission to the Board
for approval.
5. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit
process.
6. Valuation of undertakings or assets of the Company wherever it is necessary.
7. Evaluation of Internal Financial Controls and Risk Management Systems.
8. To review the financial and risk management policies of the company.
9. To review the reasons for substantial defaults in the payment to depositors, shareholders, debenture
holders and creditors.
10. To review the functioning of the Whistle Blower mechanism.

Powers of Audit Committee:


1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. Approval or any subsequent modification of transactions of the Company with related parties, if any.
4. Scrutiny of inter-corporate loans and investments.
Taparia Tools Limited Annual Report 2023-2024 49
Meetings Details
The Audit Committee met four times during the Financial Year 2023-2024. The details of the meetings are
as following:

SN Date of Meetings
1. Tuesday, 30th May 2023
2. Wednesday, 9th August 2023
3. Tuesday, 7th November 2023
4. Monday, 12th February 2024

Attendance of Directors at the Audit Committee Meetings for the financial year 2023-2024

Name of the Director Designation No of Meetings Attended


Shri Rajeev J. Mundra Chairman 4
Shri Sachin S. Bhattad Member 4
Mrs. Swati R. Bhairi Member 3
Shri D.P. Taparia (upto 30.05.2023) Member 1

**Shri D.P. Taparia was a Member of the Audit Committee before his appointment as the Managing
Director on 30-05-2023. In addition, the head of the Finance and Accounts, representatives of Internal
and Statutory Auditors generally attended these meetings. The Company Secretary acted as the Secretary
to the Audit Committee.
b. NOMINATION AND REMUNERATION COMMITTEE
The Composition of the Committee is given in Item No. 4 above. As on 31st March 2024, the Nomination
and Remuneration Committee of the Company comprises of three Independent Directors.
Shri D.P. Taparia, Managing Director was member of the Nomination and Remuneration Committee before
becoming the Managing Director of the Company (w.e.f. 30th May 2023).
Terms of Reference of the Committee, inter alia, includes the following:
1. To identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointments and removals;
2. To devise a policy on Board diversity ;
3. To formulate the criteria for evaluation of Independent Directors and the Board;
4. To formulate the criteria for determining qualifications, positive attributes and independence of a
Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key
managerial personnel and other employees;
Meeting Details:
The Nomination and Remuneration Committee met three times during the Financial Year 2023-2024.

50 Taparia Tools Limited Annual Report 2023-2024


The details of the meeting are as following:
SN Date of Meetings
1. Tuesday, 30th May 2023
2. Wednesday, 9th August 2023
3. Tuesday, 26th September 2023
Attendance of Directors at the Nomination and Remuneration Committee Meetings:
Name of the Director Designation No of Meetings Attended
Shri Sachin S. Bhattad Chairman 3
Shri Rajeev J. Mundra Member 3
Mrs. Swati R. Bhairi Member 2
Shri D.P.Taparia (upto 30.05.2023) Member 1

Remuneration Policy :
The Nomination and Remuneration Committee is fully empowered to determine/approve and revise,
subject to necessary approvals, the remuneration of managerial personnel including Managing Director
after taking into account the financial position of the Company, trends in the industry, qualifications,
experience, past performance and past remuneration, etc.
The Non-Executive Directors are paid sitting fees for every meeting of the Board and its Committees
attended by them.
Details of Sitting Fees paid to Non-Executive Directors and Independent Directors :

SN Name of the Director Amount (Rs.)


1. Shri Rajeev J. Mundra (Chairman of the Board & Independent Director) 1,87,500
2. Shri D.P. Taparia (Managing Director) 1,42,500
3. Shri M.P. Taparia (Non-executive Director) 1,20,000
4. Shri J.K. Taparia (Non-executive Director) 40,000
5. Shri Virendraa Bangur (Non-executive Director) 1,00,000
6. Shri Bharat Taparia (Non-executive Director) 60,000
7. Shri Rahul Maheswari (Non-executive Director) 60,000
8. Shri Sachin S. Bhattad (Independent Director) 1,87,500
9. Mrs. Swati R. Bhairi (Independent Director) 1,45,000
10. Mrs. Disha Nitin Wadhwani (Independent Director upto 03.07.2023) 20,000
11. Mrs. Premlata Narendra Purohit (Independent Director upto 03.07.2023) 20,000
Total Sitting Fees paid in the Financial Year 2023-2024 10,82,500
(The above sitting fees are excluding reimbursement of travel and other expenses incurred for the
business of the Company)
Sitting fees for Directors for the Meetings are as follows :
a) Board of Directors : Rs.20,000/-(Rupees Twenty Thousand only) for each meeting.
b) Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility
Committee, Independent Directors and Stakeholders Grievance Committee: Rs.7,500/-(Rupees
Seven Thousand Five Hundred only) for each meeting.
Taparia Tools Limited Annual Report 2023-2024 51
Performance evaluation of Directors :
The Nomination and Remuneration Committee of the Board has laid down the criteria for performance
evaluation of all Directors. The performance evaluation is being done by the entire Board of Directors,
except the Director concerned being evaluated. The criteria for performance evaluation are as follows:
Role & Accountability
1. Understanding the nature and role of Independent Directors’ position.
2. Understanding of risks associated with the business.
3. Application of knowledge for rendering advice to management for resolution of business issues.
4. Offer constructive challenge to management strategies and proposals.
5. Active engagement with the management and attentiveness to progress of decisions taken.
Objectivity
1. Non-partisan appraisal of issues.
2. Own recommendations given professionally without tending to majority or popular views.
3. Leadership & Initiative.
4. Heading Board Sub-committees.
5. Driving any function or identified initiative based on domain knowledge and experience.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
(No Sitting Fees)  (Rs. in Lakh)
Name of the Director Salary and Allowances Perquisites
Shri D.P.Taparia, Managing Director (w.e.f.30.05.2023) NIL NIL
Shri Sivaramakrishnan Palaniappan Pillai, Whole Time 29.45 3.29
Director-Operations
Shri V. S. Datey, Company Secretary 4.69 0.56
Shri S. R. Bagad, Chief Financial Officer 18.17 2.00
Total remuneration paid in the Financial Year 2023-2024 52.31 5.85

Remuneration includes Basic Salary, House Rent Allowance, Bonus, Leave Encashment and Company’s
Contribution to Provident Fund but excludes Company’s Contribution to Gratuity Fund.
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee:
As on 31st March 2024, the Nomination and Remuneration Committee of the Company comprises of
three Directors out of which two are Independent Directors and one is Managing Director.
Shri V.S. Datey, Company Secretary who is the Compliance Officer can be contacted at the registered
office of the Company.

Details of the Shareholders’ Complaints No. Of Complaints


1.No. of Shareholders’ complaints pending as on 01-04-2023 0
2.No.of shareholders’ complaint/s received in 2023-2024 2
3.No.of shareholders’ complaint/s disposed of during 2023-2024 2
4.No.of shareholders’ complaints remaining unresolved as on 31-03-2024 0

52 Taparia Tools Limited Annual Report 2023-2024


Role of the Stakeholders Relationship Committee shall inter-alia include the following :
The Stakeholders Relationship Committee, inter alia, is primarily responsible for considering and
resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc. The additional powers (terms of reference) of the
Stakeholders Relationship Committee are:
1. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent i.e. transfer, transmission of shares,
issue duplicate share certificates, splitting or consolidation of share certificates, redress shareholders’
complaints, approve the nominations received, dematerialization,etc. and other shares related
formalities.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Advise the Board of Directors on matters which can facilitate better investor services and relations.
4. Carry out any other function as is referred by the Board from time to time or enforced by any statutory
notification/ amendment or modification as may be applicable.

Meetings Details
During the year, the Committee met once on 12th February 2024 in the Financial Year 2023-2024.
Attendance of Directors at the Stakeholders Relationship Committee Meeting for the financial year 2023-2024:

Name of the Director Designation No of Meetings Attended


Shri Rajeev J. Mundra Chairman 1
Shri Sachin S. Bhattad Member 1
Shri D.P. Taparia Member 1

d. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)


Composition of the Committee
As on 31st March 2024, the Corporate Social Responsibility Committee of the Company comprises of
three directors out of which two are Independent Directors and one is Managing Director.
Terms of reference
The Committee formulates and recommends to the Board, a CSR Policy and recommends the amount of
expenditure to be incurred on CSR activities.

Meetings held during the year

During the Year the Committee met once i.e. the Meeting of the Committee was held on 30th May 2023.
Attendance of Directors at the Corporate Social Responsibility Committee:

Name of the Director Designation No of Meetings Attended


Shri D. P. Taparia Chairman 1
Shri Rajeev J. Mundra Member 1
Shri Sachin S. Bhattad Member 1

Taparia Tools Limited Annual Report 2023-2024 53


RISK MANAGEMENT
The company has been addressing various risks impacting the company and the policy of the company
on risk management is provided elsewhere in this annual report in Board’s Report.
GENERAL BODY MEETINGS
Location and time where the last three Annual General Meetings were held:

Financial Year Day and Date Time Venue


2020-2021 Friday,24.09.2021 11.30 A.M. Meeting was held through Video Conferencing and
the Venue was deemed at the Registered Office at
52 & 52B, MIDC Area, Satpur, Nashik -422 007
2021-2022 Friday,29.07.2022 11.30 A.M. Meeting was held through Video Conferencing and
the Venue was deemed at the Registered Office at
52 & 52B, MIDC Area, Satpur, Nashik - 422 007
2022-2023 Monday,03.07.2023 11.30 A.M. Meeting was held through Video Conferencing and
the Venue was deemed at the Registered Office at
52 & 52B, MIDC Area, Satpur, Nashik – 422 007

Details of Special Resolutions passed in the above referred Meetings are given below:

Date of AGM Number of Special Subject Matter


Resolutions passed
in the Meeting
24th September 1 • Re-appointment of Shri J.K.Taparia (DIN: 00126945) as a
2021 non-executive director of the Company, liable to retire by
rotation.
29th July 2022 3 n Re-appointment of Shri M.P. Taparia (DIN: 00126971) as a
non-executive director of the Company, liable to retire by
rotation.
n Re-appointment of Shri Sivaramakrishnan (DIN: 06436717) as
a Whole-time Director, designated as Director-Operations for
a further period of 5 (five) years w.e.f. 3rd November 2022.
n Re-appointment of Mrs. Premlata Purohit (DIN: 07846020) as
an Independent Director for a term of 1 (one) year.
3rd July 2023 3 n Appointment of Shri D.P. Taparia (DIN: 00126892) as a
Managing Director of the Company.
n Appointment of Mrs. Swati R. Bhairi (DIN: 07745005) as a
Women Independent Director on the Board of the Company.
n Issuance of Fully Paid Bonus Equity Shares, in the proportion
of 4 (four) Bonus equity shares.

54 Taparia Tools Limited Annual Report 2023-2024


Details of Extra ordinary General Meetings and Postal Ballot held and business transacted:

Date of EGM/ Number of Special Subject Matter


Postal Ballot Resolutions passed in
the Meeting
27th April 2023 1-Ordinary Resolution n Increase in Authorized Share Capital of the Company
(Extra-Ordinary from Rs. 5.00 Crores to Rs. 35.00 Crores.
General Meeting)
6th November 2023 2-Special Resolutions n Appointment of Shri Bharat Taparia as a Non-
(Postal Ballot) executive Director liable to retire by rotation.
n Appointment of Shri Rahul Maheswari as a Non-
executive Director liable to retire by rotation.

DISCLOSURES
Related Party Transactions
The details of the related party transactions during the year 2023-2024 under review are shown in the
Notes to Accounts which forms part of this Report.
Disclosure of Accounting Treatment
The Company has followed the treatment laid down in the Accounting Standards prescribed by the
Institute of Chartered Accountants of India, in the preparation of financial statements. There are no
audit qualifications in the Company’s financial statements for the year under review.
Vigil Mechanism / Whistle-blower Policy
In line with the best Corporate Governance practices, Taparia Tools Limited has put in place a system
through which the Directors, employees and business associates may report concerns about unethical
behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear
of reprisal. It also provides safeguard against victimization of employees, who avail the mechanism and for
direct access to the Chairman of the Audit Committee. No personnel of the Company had been denied access
to the Chairman of audit committee. The Whistle-blower Policy is placed on the website of the Company.
Compliance by the Company
The Company has complied with various rules and regulations prescribed by Stock Exchange, SEBI or
any other statutory authority relating to the capital markets during the last three years. No penalties or
strictures have been imposed by them on the Company.
Details of adoption of non-mandatory requirements under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 by the Company
a. The Company has constituted Nomination & Remuneration Committee; full details are furnished in
this report. The Financial Results of the Company are published in the newspapers on quarterly basis
and uploaded on Company’s web-site. Hence, they are not sent to each shareholder.
b. The statutory financial statements of the Company are unqualified.
c. The Board of Directors of the Company consists of an optimal blend of Company Executives and
Independent professionals having knowledge of Business and expertise in their area of specialization.

Taparia Tools Limited Annual Report 2023-2024 55


6. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges
immediately after they are approved by the Board. These are also published in the newspapers and
uploaded on web-site of the Company.
7. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES)
SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress
system and online redressal of all the shareholders complaints. The company is, in compliance with the
SCORES, redressed the shareholders complaints well within the stipulated time.
8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
i) Unclaimed Dividend
All earlier unclaimed dividend was transferred to Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to Section 125 of the Companies Act, 2013.
ii) Shares
During the Financial Year 2023-2024, there were no shares which have to be transferred to Investor
Education and Protection Fund (IEPF) established by the Central Government pursuant to Section
125 of the Companies Act, 2013.
iii) Claim from IEPF Authority
Members/Claimants whose shares and unclaimed dividends have been transferred to the IEPF
Authority can claim the same by making an application to the IEPF Authority in e-Form IEPF-5
(available at www.iepf.gov.in) and sending duly signed physical copy of the same to the Company
at its Registered Office along with requisite documents as prescribed in the instruction kit of
e-Form IEPF-5. No claims shall lie against the Company in respect of the dividends/shares so
transferred.

56 Taparia Tools Limited Annual Report 2023-2024


GENERAL SHAREHOLDERS INFORMATION:

A Annual General Meeting

Day, Date and Time : Monday, 29th July 2024 at 11.30 A.M.
Venue : Through Video Conferencing / Other Audio
Visual Means as set out in the Notice
convening the Annual General Meeting.

B Financial Calendar

Financial Year 2024-2025 : 1st April 2024 to 31st March 2025.

Tentative Schedule for declaration of results


during the financial year 2024-2025

First quarter ending 30th June 2024 : Within 45 days from the end of quarter.

Second quarter and half year ending 30th : Within 45 days from the end of quarter.
September 2024

Third quarter and nine months ending 31st : Within 45 days from the end of quarter.
December 2024

Audited Results

Year ending on 31 March 2025 : Within 60 days from the end of the year.

Annual General Meeting for the year 2025 : Up to 30th September, 2025

C. Date of Closure:
From Tuesday, 23rd July 2024 to Monday, 29th July, 2024 inclusive of both days.

D. Dividend:
The Board of Directors at its Meeting held on 21st May 2024, recommended a final Dividend of Rs.20/- per
equity share of face value of Rs. 10/-amounting to Rs. 30,35,75,000/- for the year ended 31st March 2024.
The Interim Dividend of Rs. 20/- per share was paid on 7th March 2024. The total Dividend for the
financial year ended 31st March 2024 amounts to Rs. 60,71,50,000/-.
Final Dividend, if approved by Members, will be paid on or before 24th August, 2024.
E. Listing on Stock Exchange and Stock Code :

SN Stock Exchange Stock Code ISIN No. for Address


CDSL & NSDL
1 Bombay Stock Exchange 505685 INE614R01014 Floor 25, P. J. Towers, Dalal
Street, Mumbai- 400 001

Taparia Tools Limited Annual Report 2023-2024 57


E. Market Price Data
High and Low quotations of shares during the financial year 2023-2024:
High: Rs. 4.27
Low: Rs. 2.31
F. Registrar and Share Transfer Agents / Dematerialization of shares
Shareholders may note that the Registrar and Transfer Agents of the Company- Universal Capital
Securities Private Limited, has been merged with Link In Time India Private Limited and therefore the
Shareholders are requested to contact the Company’s Registrar and Share Transfer Agents LinkIn Time
India Private Limited (for both physical and demat segments) at the following address for any assistance
regarding dematerialization of shares, share transfers, transmission, change of address and any other
query relating to the shares of the Company:
Registrar and Transfer Agents
Link In Time India Private Limited
1st Floor, C-101,247 Park, LBS Marg, Vikhroli West,
Mumbai City, Maharashtra-400 083
Contact Details: Email: mumbai@linkintime.co.in
Website: www.linkintime.co.in
G. Share Transfer System
The shareholders of the company can avail the facility of Demat their shares with both the depositories
i.e. NSDL and CDSL.

H. Distribution of Shareholdings as on 31st March 2024:

Sr. Denomination of Shareholders Shareholding


No. Equity Shares
Nos. % age Nos. % age
1 001 to 500 569 84.4214 21,932 0.1445
2 501 to 1000 21 3.1157 14,090 0.0928
3 1001 to 2000 18 2.6706 24,737 0.1630
4 2001 to 3000 6 0.8902 14,240 0.0938
5 3001 to 4000 4 0.5935 15,660 0.1032
6 4001 to 5000 0 0 0 0
7 5001 to 10000 2 0.2967 16,005 0.1054
8 10001 and above 54 8.0119 1,50,72,086 99.2973
Total 674 100 1,51,78,750 100.00

58 Taparia Tools Limited Annual Report 2023-2024


I Shareholding Pattern as on 31st March 2024 :

Listing of shareholders category (Summary)


Category Demated Demated Physical Physical Total Shares Total Value Total
Shares Holders Shares Holders Percent
Other Bodies Corporate 19,93,566 16 57 1 19,93,623 1,99,36,230 13.1343
Directors-Relatives-PAC 7,45,950 6 0 0 7,45,950 74,59,500 4.9144
Escrow Account 18,86,472 1 0 0 18,86,472 1,88,64,720 12.4284
Hindu Undivided Family 209 4 0 0 209 2,090 0.0014
Non Resident Indians 55 1 16,500 1 16,555 1,65,550 0.1091
Non Resident (Non Repatriable) 988 6 0 0 988 9,880 0.0065
Public 13,62,897 484 10,209 118 13,73,106 1,37,31,060 9.0462
Promoters 85,03,954 23 3,09,168 9 88,13,122 8,81,31,220 58.0622
Trusts 0 0 20 1 20 200 0.0001
Investor Education and 6,075 1 0 0 6,075 60,750 0.04
Protection Fund
Directors and their relatives 3,42,630 2 0 0 3,42,630 34,26,300 2.2573
(excluding independent Directors
and nominee Directors)
TOTAL 1,48,42,796 544 3,35,954 130 1,51,78,750 15,17,87,500 100.00

J Physical/NSDL/CDSL/Summary Report as on 31st March, 2024:

Particulars No of Shares Percentage


Physical 3,35,954 65.93
NSDL 1,00,08,059 31.85
CDSL 48,34,737 2.21
Total 1,51,78,750 100.00

K Dematerialization and Liquidity :

Taparia Tools Limited has completed all the formalities with CDSL and NSDL with regards to Dematerialization
of shares. The Company is endeavoring to complete the dematerialization of shares of Promoters and
Promoter Group. Till date, after initiating the process of dematerialization of shares, the promoter and
promoter group have already demated 97.08% of their shareholding. Members are also advised to update
their correspondence address in their Demat accounts in case of their holdings in electronic form or inform
their latest correspondence address to the Registrars in case of holdings in physical form.

L Details of Plant locations and Offices :

Plant Locations: Registered Office:


Nashik : 52 & 52B, MIDC Area, Trimbak Road, 52 & 52B, MIDC Area, Trimbak Road, Satpur,
Satpur, Nashik – 422 007 Nashik-422 007
Corporate Office:
Goa : Plot No. L-29, Cuncolim Industrial Estate,
423/24, (A-2), Shah and Nahar, Lower Parel (W),
Cuncolim – 403 703
Mumbai-400 013, Maharashtra

Taparia Tools Limited Annual Report 2023-2024 59


CODE OF CONDUCT
The Members of the Board of Directors of TAPARIA TOOLS LIMITED acknowledge and accept the scope
and extent of their duties as Directors.
The Code of Conduct as adopted by the Board of Directors is applicable to all Board Members, Senior
Management and Head of Departments of the Company. They are entrusted with and are responsible
for the oversight of the assets and business affairs of TAPARIA TOOLS LIMITED in an honest, fair, diligent
and ethical manner. They must act within the bounds of the authority conferred upon them and with
the duty to make and enact informed decisions and policies in the best interests of the Company.
A declaration by Managing Director of the Company affirming the compliance of the Code by the Board
Members and Senior Management is given at the end of the report.
For and on behalf of the Board of Directors

D. P. Taparia
Managing Director
(DIN: 00126892)

Mumbai, 21st May 2024

Code of Conduct
DECLARATION
As provided under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board and the Senior Management Personnel have confirmed compliance with the Code of
Conduct for the year ended 31st March 2024.

For and on behalf of the Board of Directors

D. P. Taparia
Managing Director
(DIN: 00126892)

Mumbai, 21st May 2024

60 Taparia Tools Limited Annual Report 2023-2024


Certificate Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
We, D.P. Taparia, Managing Director and S.R. Bagad, Chief Financial Officer of the Company do hereby
certify to the Board that:-
a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March
31, 2024 and that to the best of our knowledge and belief:
i) The said statements do not contain any materially untrue statements or omit any material fact or
contain statements that might be misleading; and
ii) The said statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of the internal control systems of the Company pertaining
to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee:
i) Significant changes in internal control over financial reporting during the year, if any;
ii) Significant changes in accounting policies during the year, if any, and that the same have been
disclosed in the notes to the financial statements; and
iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the company’s internal control system
over financial reporting.

For Taparia Tools Limited,

Shri S. R. Bagad D.P. Taparia


Chief Financial Officer Managing Director
(DIN: 00126892)

Mumbai, 21st May 2024

Taparia Tools Limited Annual Report 2023-2024 61


Certificate on Compliance with the conditions of Corporate Governance

To,
The Members,
TAPARIA TOOLS LIMITED
CIN: L99999MH1965PLC013392
52 & 52B, MIDC Area,
Nashik-422 007

I have examined the compliance of the conditions of Corporate Governance by Taparia Tools Limited
(‘the Company’), for the year ended March 31, 2024 as stipulated in Regulations 17 to 27 and clauses
(b) to (i) of Sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(collectively referred to as “SEBI Listing Regulations, 2015).
The compliance of conditions of Corporate Governance is the responsibility of the Company’s
Management. My examination was limited to a review of procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of my information and explanations given to me, I certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations,
2015.
I further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sagar R Khandelwal
Practicing Company Secretary
(ACS: 25781, COP: 13778)
UDIN: A025781F000476473
Peer Review No.-3501/2023
ICSI Unique Code- S2023MH912700

Place: Pune
Date: 21/05/2024

62 Taparia Tools Limited Annual Report 2023-2024


Certificate of Non-Disqualification of Director
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
TAPARIA TOOLS LIMITED
CIN No:- L99999MH1965PLC013392
52 & 52BMIDC Area Satpur, Nashik, MH- 422007
I have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of Taparia Tools Limited having CIN L99999MH1965PLC013392 and having registered office
at 52 & 52B MIDC Area, Satpur, Nashik MH 422007 IN, and (hereinafter referred to as ‘the Company’),
produced before me by the Company for the purpose of issuing this Certificate, in accordance with
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and
explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors
on the Board of the Company as stated below for the Financial Year ending on 31st March, 2024 have
been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory
Authority.
Following is the list of Directors of Taparia Tools Limited as on March 31, 2024:
SN. Name of the Director Director Identification Number Date of appointment in the Company
1. Deviprasad Kanhaiyalal Taparia 00126892 05/12/1990
2. Madhavprasad Ganeshmal Taparia 00126971 05/12/1990
3. Rajeev Jugalkishor Mundra 00139886 30/01/2010
4. Virendraa Bangur 00237043 28/07/2004
5. Sachin Shrinivas Bhattad 01036605 19/01/2022
6. Sivaramakrishnan Palaniappan Pillai 06436717 03/11/2012
7. Rahul Maheswari 01578935 09/08/2023
8. Bharat Jayakrishna Taparia 00139722 09/08/2023
9. Swati Ravindra Bhairi 07745005 30/05/2023

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. Our responsibility is to express an opinion on these
based on my verification. This certificate is neither an assurance as to the future viability of the Company
nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

Sagar R Khandelwal
Practicing Company Secretary
(ACS: 25781, COP: 13778)
UDIN: A025781F000569709
Peer Review No.-3501/2023
Place : Pune ICSI Unique Code- S2023MH912700
Date: 21st May 2024
Taparia Tools Limited Annual Report 2023-2024 63
Independent Auditor’s Report
To the Members of Taparia Tools Ltd
Report on the audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Taparia Tools Ltd (“the Company”), which
comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the
year ended on that date, and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as “the financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2024, the profit (including other comprehensive income), changes
in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the 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 independence requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s 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 financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the matters described below to be the key audit
matters to be communicated in our report.
i. Provisions for Contingencies and Litigations and disclosure of Contingent liabilities
Description of Key Audit Matter:
At March 31, 2024, the Company has disclosed total contingent liabilities of Rs. 5,451 lakhs in respect of tax
litigations. In case where the outflow of resources embodying economic benefits is probable, the Company
has made provision and in case where the outflow of resources embodying economic benefits is possible
then such items are disclosed as contingent liabilities. Significant judgements and estimates are required to
assess impact of these litigations on the financial position, results of operations and cash flows.
Refer Note 2f of financial statements for accounting policy of provisions and contingent liabilities and
related disclosures.

64 Taparia Tools Limited Annual Report 2023-2024


Our response:
n We evaluated the design and tested the operating effectiveness of controls in respect of the
determination of the provisions. We determined that the operation of the controls provided us with
evidence over the completeness, accuracy and valuation of the provisions.
n Obtained details of completed tax assessments and demands issued by tax authorities, from the
management.
n We read the summary of litigation matters and orders /notices received from the tax authorities
provided by management and held discussions with the management with respect to the matters
included in the aforesaid disclosures. Where appropriate, we examined correspondence connected
with the cases.
n For litigation provisions if any, we tested the calculation of the provisions, assessed the assumptions
against third party data, where available and assessed the estimates against historical trends.
We considered management’s judgements on the level of provisioning and disclosures in respect of the
aforesaid matters, which we considered to be appropriate.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Board’s Report including Annexures to Board’s
Report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained during the course of our 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.
Responsibility of Management for Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. 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
design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the 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 are also responsible for overseeing the company’s financial reporting process.

Taparia Tools Limited Annual Report 2023-2024 65


Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also :
n Identify and assess the risks of material misstatement of the 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.
n Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) 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.
n Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
n 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.
n Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
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.
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.

66 Taparia Tools Limited Annual Report 2023-2024


Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
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, except for the matter stated in the paragraph i(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, and the
Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2024 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from
being appointed as a director in terms of Section 164 (2) of the Act.
f) The exception relating to maintenance of accounts connected there with are as stated in paragraph
(b) above
g) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure
B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the
Company’s internal financial controls over financial reporting.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, in our opinion and to the best of our knowledge and
according to the explanations given to us, the remuneration paid/provided by the Company to its
directors during the year is in accordance with the provisions of section 197 of the Act.
i) 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, 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 financial
statements.
ii) The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
iv) (a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate

Taparia Tools Limited Annual Report 2023-2024 67


Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, no funds have
been received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on audit procedures performed, nothing has come to our attention that causes us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided in (a) and
(b) above, contain any material misstatement.
v) (a) The Interim dividend declared and paid by the Company during the year and until the date of
this report is in compliance with section 123 of the Act.
(b) The Board of Directors of the Company have proposed final dividend for the year which is
subject to the approval of the members at the ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section 123 of the Act, as applicable.
vi) Based on our examination which included test checks, the company has used an accounting software
for maintaining its books of account which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software
except that it was not enabled at the database level to log any direct data changes for the accounting
software used. Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation
of audit trail as per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024

For Harshil Shah & Co.


Chartered Accountants
Firm Reg. No.: 141179W

HARSHIL SHAH
Partner
Membership No: 124146
ICAI UDIN: 24124146BKEXMW212
Place: Mumbai
Date: May 21, 2024

68 Taparia Tools Limited Annual Report 2023-2024


Annexure - A to the Independent Auditor’s Report
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our
report to the Members of Taparia Tools Ltd)
To the best of our information and according to the explanations provided to us by the Company and the
books of account and records examined by us in the normal course of audit, we state that:

(i) (a) (A) The Company has maintained proper (e) According to the information and
records showing full particulars, including explanations given to us, no proceedings
quantitative details and situation of have been initiated during the year or are
Property, Plant and Equipment. pending against the Company for holding
(B) The Company has maintained proper any benami property under the Benami
records showing full particulars of Transactions (Prohibition) Act, 1988 (45 of
intangible assets. 1988) and rules made thereunder.
(b) The Company has a regular programme (ii) (a) The management has conducted physical
of physical verification of its Property, verification of inventory at reasonable
Plant and Equipment by which all items of intervals during the year. In our opinion,
Property, Plant and Equipment are verified with regards to the nature and size of its
once in every two years. In our opinion, inventories, the coverage and procedure of
the periodicity of physical verification is such physical verification carried out during
reasonable having regard to the size of the year were appropriate. Discrepancies
the Company and the nature of its assets. noted during such physical verification were
Pursuant to the said programme, certain less than 10% of respective inventory classes.
items of Property, Plant and Equipment All discrepancies noted during the year were
were physically verified during the year properly dealt with in the books of account.
and no material discrepancies were
(b) During the year, the Company had existing
observed on such verification.
sanctioned working capital limits in excess
(c) Based on our examination of property tax
of five Crore rupees, in aggregate, from a
receipts and lease agreement for land on
bank on the basis of security of its current
which building is constructed, registered
assets. The quarterly statements filed
deed provided to us we report that, the
by the Company with such bank were
title in respect of self-constructed buildings
generally in agreement with unaudited
and title deeds of all other immovable
books of account of the Company as on
properties (other than properties where
respective quarter ended June 30, 2023,
the company is the lessee and the lease
September 30, 2023, December 31, 2023
agreements are duly executed in favour
and March 31, 2024.
of the lessee) disclosed in the financial
statements included under Property, plant (iii) During the year, the Company has not
and Equipment are held in the name of the made any investments in, provided any
Company as at Balance sheet date. guarantee or security or granted any
(d) The Company has not revalued any of its loans or advances in the nature of loans,
Property, Plant and Equipment (including secured or unsecured, to companies,
Right of Use assets) or intangible assets firms, Limited Liability Partnerships or any
during the year. Accordingly, paragraph other parties. Accordingly, paragraph 3(iii)
3(i)(d) of the Order is not applicable. of the Order is not applicable.

Taparia Tools Limited Annual Report 2023-2024 69


(iv) In our opinion and according to the Name of Nature Amount Period Forum
information and explanations given to us, Statute of dues (Rs in lakh) where
the Company has not granted any loans, dispute
made investments or given guarantees is pending
in respect of which provisions of section
185 and 186 of the Companies Act 2013 Income Tax Income 5.450.69 AY 17- CIT
are applicable. Accordingly, reporting Act, 1961 tax 18 (Appeals)
under paragraph (iv) of the Order is not
applicable.
(v) According to information and explanations viii) According to the information and
given to us, the Company has not explanations given to us, no transactions
accepted any deposits from the public in have been surrendered or disclosed
accordance with the provisions of section as income during the year in the tax
73 to 76 or any relevant provisions of assessments under the Income Tax Act,
the Act and rules framed thereunder. 1961 (43 of 1961) which was not recorded
Accordingly, paragraph 3(v) of the Order is in the books of account. Accordingly,
not applicable. paragraph 3(viii) of the Order is not
(vi) To the best of our knowledge and as applicable.
explained the Central Government has (ix) (a) According to the information and
not prescribed the maintenance of cost explanations given to us and on the basis
records under section 148(1) of the Act, of our audit procedures, the Company
for any of the products of the Company. has not taken any loans from any lender
(vii) (a) According to the information and during the year. Accordingly, paragraph
explanations given to us and on the basis 3(ix)(a) of the Order is not applicable.
of our examination of the records of the (b) According to the information and
Company, amounts deducted/accrued explanations given to us and on the basis
in the books of account in respect of of our audit procedures, the Company
undisputed statutory dues including has not been declared willful defaulter
Goods and Service Tax, provident fund, by any bank or financial institution or
employees’ state insurance, income-tax, Government or any lender.
sales-tax, service tax, duty of customs, (c) According to the information and
duty of excise, value added tax, cess and explanations given to us and based on
other material statutory dues have been our examination of the records of the
regularly deposited during the year by the Company, no term loans were obtained or
Company with the appropriate authorities. utilised during the year by the Company.
According to the information and Accordingly, paragraph 3(ix)(c) of the
explanations given to us, no undisputed Order is not applicable.
statutory dues referred above were in (d) In our opinion and according to the
arrears as at year end for a period of information and explanations given to
more than six months from the date they us and based on the audit procedures
became payable. performed by us, no funds have been
(b) According to the information and raised on short term basis by the Company.
explanations given to us, there are no (e) According to the information and
outstanding dues in respect of provident explanations given to us and based on the
fund, income tax, sales tax, value added audit procedures performed by us, the
tax, duty of customs, Goods and service Company does not have any subsidiaries,
tax, cess that have not been deposited joint ventures or associate companies.
by the Company on account of dispute Accordingly, paragraph 3(ix)(e) of the
except as given below: Order is not applicable.

70 Taparia Tools Limited Annual Report 2023-2024


(f) According to the information and (xiii) According to the information and
explanations given to us and based on the explanations given to us and based on
audit procedures performed by us, the the audit procedures performed by us,
Company does not have any subsidiaries, transactions with the related parties
joint ventures or associate companies. during the year were in compliance with
Accordingly, paragraph 3(ix)(f) of the sections 188 of the Act where applicable
Order is not applicable. and details of such transactions have been
(x) (a) According to the information and disclosed in the Ind AS financial statements
explanations given to us and based on as required by the applicable accounting
the audit procedures performed by us, standards. Provisions of Section 177 of the
the Company did not raise any money by Act are not applicable to the Company.
way of initial public offer or further public (xiv)(a) In our opinion and based on our
offer (including debt instruments) during examination, the company has an internal
the year. Accordingly, paragraph 3(ix)(a) of audit system commensurate with the size
the Order is not applicable. and nature of its business.
(b) According to the information and (b) We have considered the internal audit
explanations given to us and based on reports of the company issued till date, for
our examination of the records of the the period under audit.
Company, the Company has not made (xv) According to the information and
any preferential allotment or private explanations given to us and based on
placement of shares or convertible the audit procedures performed by
debentures (fully, partly or optionally) us, the Company has not entered into
during the year. non-cash transactions with directors or
(xi) (a) According to the information and persons connected with him. Accordingly,
provisions of section 192 of the Act and
explanations given to us, no fraud by the
paragraph 3(xv) of the Order are not
company or any fraud on the company has
applicable.
been noticed or reported during the year.
(xvi)(a) The Company is not required to be
(b) According to the information and
registered under section 45-IA of
explanations given to us and based on
the Reserve Bank of India Act 1934.
the audit procedures performed by us, no
Accordingly, paragraph 3(xvi)(a) of the
report under sub-section (12) of section
Order is not applicable.
143 of the Companies Act in Form ADT-4
(b) According to the information and
as prescribed under rule 13 of Companies
explanations given to us and based on
(Audit and Auditors) Rules, 2014 was filed
audit procedures performed by us, the
with the Central Government during the
Company has not conducted any Non-
year or upto the date of the Report.
Banking Financial or Housing Finance
(c) As represented to us by the management, activities during the year. Accordingly,
no whistle blower complaints were paragraph 3(xvi)(b) of the Order is not
received by the Company during the year. applicable.
(xii) In our opinion and according to the (c) In our opinion and according to the
information and explanations given to information and explanations given to
us, the Company is not a ‘nidhi’ company us, the company is not a Core Investment
and it has not accepted any deposits. Company (CIC) as defined in the
Accordingly, paragraph 3(xii)(a), paragraph regulations made by the Reserve Bank of
3(xii)(b) and paragraph 3 (xii) (c) of the India. Accordingly, paragraph 3(xvi)(c) of
Order is not applicable. the Order is not applicable.

Taparia Tools Limited Annual Report 2023-2024 71


(d) According to the information and We further state that our reporting is based
explanations given to us, the Group (as on the facts up to the date of the audit report
defined the Core Investment Companies and we neither give any guarantee nor any
(Reserve Bank) Direction 2016) does assurance that all liabilities falling due within
not have any Core Investment Company a period of one year from the balance sheet
(‘CIC’) as part of the Group. Accordingly, date, will get discharged by the Company as
paragraph 3(xvi)(d) of the Order is not and when they fall due.
applicable. (xx) (a) There were no unspent amounts towards
(xvii) According to the information and Corporate Social Responsibility (CSR)
explanations given to us and based on requiring transfer to a Fund specified
audit procedures performed by us, the in Schedule VII to the Companies in
Company has not incurred cash losses in compliance with second proviso to sub
section (5) of section 135 of the said Act.
the financial year and in the immediately
(b) According to the information and
preceding financial year.
explanations given to us and based on
(xviii) There has been no resignation of the
audit procedures performed by us, the
statutory auditors during the year.
Company did not have any ongoing
Accordingly, paragraph 3(xviii) of the
project in terms of Section 135 of the Act
Order is not applicable.
during the year. Accordingly, provision of
(xix) According to the information and
sub-section (6) of section 135 of the said
explanations given to us and on the basis of
Act and paragraph 3(xx)(b) of the Order is
the financial ratios, ageing and expected dates
not applicable.
of realization of financial assets and payment
(xxi) This Report is issued on the standalone
of financial liabilities, other information
financial statements of the Company.
accompanying the financial statements,
Accordingly, paragraph 3(xxi) of the Order
our knowledge of the Board of Directors is not applicable.
and management plans and based on our
examination of the evidence supporting For Harshil Shah & Co.
the assumptions, nothing has come to our Chartered Accountants
attention, which causes us to believe that Firm Reg. No.: 141179W
any material uncertainty exists as on the
date of the audit report that company is not
capable of meeting its liabilities existing at HARSHIL SHAH
the date of balance sheet as and when they Partner
fall due within a period of one year from the Membership No: 124146
balance sheet date. ICAI UDIN: 24124146BKEXMW2121
We, however, state that this is not an
assurance as to the future viability of the Place: Mumbai
Company. Date: May 21, 2024

72 Taparia Tools Limited Annual Report 2023-2024


Annexure - B to the Independent Auditor’s Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report to the Members of Taparia Tools Ltd)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)

Opinion reliable financial information, as required under


the Companies Act, 2013.
We have audited the internal financial controls
with reference to financial statements of Taparia Auditors’ Responsibility
Tools Ltd (“the Company”) as of March 31, 2024 in
conjunction with our audit of the Ind AS financial Our responsibility is to express an opinion on
statements of the Company for the year ended on the Company’s internal financial controls with
that date. reference to financial statements based on our
audit. We conducted our audit in accordance with
In our opinion, the Company has, in all material the Guidance Note on Audit of Internal Financial
respects, an adequate internal financial controls Controls over Financial Reporting (the “Guidance
system with reference to financial statements and Note”) and the Standards on Auditing, issued by
such internal financial controls with reference to ICAI and deemed to be prescribed under section
financial statements were operating effectively as 143(10) of the Companies Act, 2013, to the extent
at March 31, 2024 based on the internal control applicable to an audit of internal financial controls,
over financial reporting criteria established by the both applicable to an audit of Internal Financial
Company considering the essential components Controls and, both issued by the Institute of
of internal control stated in the Guidance Note on Chartered Accountants of India. Those Standards
Audit of Internal Financial Controls Over Financial and the Guidance Note require that we comply
Reporting issued by the Institute of Chartered with ethical requirements and plan and perform
Accountants of India. the audit to obtain reasonable assurance about
whether adequate internal financial controls over
Management’s Responsibility for Internal
financial reporting was established and maintained
Financial Controls and if such controls operated effectively in all
The Company’s management is responsible for material respects.
establishing and maintaining internal financial Our audit involves performing procedures to
controls with reference to financial statements obtain audit evidence about the adequacy of the
based on the internal control over financial internal financial controls system over financial
reporting criteria established by the Company reporting and their operating effectiveness. Our
considering the essential components of internal audit of internal financial controls over financial
control stated in the Guidance Note on Audit of reporting included obtaining an understanding of
Internal Financial Controls over Financial Reporting internal financial controls over financial reporting,
issued by the Institute of Chartered Accountants assessing the risk that a material weakness exists,
of India (‘ICAI’). These responsibilities include and testing and evaluating the design and operating
the design, implementation and maintenance of effectiveness of internal control based on the
adequate internal financial controls that were assessed risk. The procedures selected depend on
operating effectively for ensuring the orderly the auditor’s judgment, including the assessment
and efficient conduct of its business, including of the risks of material misstatement of the Ind AS
adherence to company’s policies, the safeguarding financial statements, whether due to fraud or error.
of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the We believe that the audit evidence we have
accounting records, and the timely preparation of obtained is sufficient and appropriate to provide
Taparia Tools Limited Annual Report 2023-2024 73
a basis for our audit opinion on the Company’s assets that could have a material effect on the
internal financial controls with reference to financial statements.
financial statements.
Inherent Limitations of Internal Financial Controls
Meaning of İnternal Financial Controls over over Financial Reporting
Financial Reporting
Because of the inherent limitations of internal
A company’s internal financial control with financial controls over financial reporting,
reference to financial statements is a process including the possibility of collusion or improper
designed to provide reasonable assurance management override of controls, material
regarding the reliability of financial reporting misstatements due to error or fraud may occur and
and the preparation of financial statements for not be detected. Also, projections of any evaluation
external purposes in accordance with generally of the internal financial controls with reference to
accepted accounting principles. A company’s financial statements to future periods are subject
internal financial control with reference to financial to the risk that the internal financial control with
statements includes those policies and procedures reference to financial statements may become
that: inadequate because of changes in conditions, or
that the degree of compliance with the policies or
(1) pertain to the maintenance of records that, in procedures may deteriorate.
reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the For Harshil Shah & Co.
company; Chartered Accountants
Firm Reg. No.: 141179W
(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 HARSHIL SHAH
and expenditures of the company are being Partner
made only in accordance with authorizations of Membership No: 124146
management and directors of the company; and ICAI UDIN: 24124146BKEXMW2121

(3) Provide reasonable assurance regarding Place: Mumbai


prevention or timely detection of unauthorized Date: May 21, 2024
acquisition, use, or disposition of the company’s

74 Taparia Tools Limited Annual Report 2023-2024


Financial Statements
for the year ended
March 31, 2024
Balance Sheet as at March 31, 2024 (₹ in lakh)
Note No. As at As at
March 31, 2024 March 31, 2023
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment 03 1,361.15 1,376.57
(b) Investment Property 3A 554.87 -
(c) Capital work-in-progress 3A - 561.85
(d) Right of Use Assets (Premises) 3B 31.65 57.95
(e) Intangible assets 04 7.12 6.33
(f) Financial assets
(i) Other financial assets 05 171.19 98.15
(g) Income Tax Assets (Net) 06 187.62 3.20
(h) Other non-current assets 12 253.83 200.10

Total Non-Current Assets 2,567.43 2,304.15


Current Assets

(a) Inventories 07 12,622.37 15,947.22


(b) Financial assets
(i) Investments 08 14,420.86 8,311.87
(ii) Trade receivables 09 7,825.61 6,597.13
(iii) Cash and cash equivalents 10 1,083.13 659.05
(iv) Other financial assets 05 38.81 73.21
(c) Income Tax Assets (Net) 06 1,100.00 -
(d) Loans and Advances : 11 9.76 6.47
Advances considered good - Unsecured - -
(e) Other current assets 12 1,290.26 1,010.45

Total Current Assets 38,390.80 32,605.40


Total Assets 40,958.23 34,909.55
EQUITY AND LIABILITIES
Equity
Equity share capital 13 1,517.88 303.58
Other Equity 14 30,138.15 26,735.08
Total Equity 31,656.03 27,038.66

76 Taparia Tools Limited Annual Report 2023-2024


Statement of Profit & Loss for the year ended March 31, 2024 (₹ in lakh)
Note No. For the year ended For the year ended
March 31, 2024 March 31, 2023
I Income
Revenue from Operations 19 82,853.27 76,448.59
Other income and other gains / (losses) 20 913.59 438.96
Total Income 83,766.86 76,887.55
II Expenses
Cost of materials consumed 21 4,154.61 4,663.62
Purchases of stock-in-trade 21a 40,993.70 41,471.10
Changes in inventories of finished goods, 21b
stock-in-trade and work-in-progress 3,493.75 1,686.66
Employee benefits expense 22 3,970.42 3,683.89
Finance costs 23 29.06 18.42
Depreciation and amortisation expense 24 139.73 164.07
Other expenses 25 17,642.74 15,527.37
Total expenses 70,424.01 67,215.13
III Profit before exceptional items and tax 13,342.85 9,672.42
Add/ (Less) : Exceptional items
IV Profit / (Loss) before tax 13,342.85 9,672.42
Less: Tax expense
( 1 ) Current tax 26 3,255.94 2,456.25
( 2 ) Excess Tax Provision for earlier years written back - (20.62)
( 3 ) Deferred tax 27 110.30 4.76
Income Tax expenses 3,366.24 2,440.39
V Profit / (Loss) for the period 9,976.61 7,232.03
VI Other Comprehensive Income/(loss)
A Items that will not be reclassified to profit or loss
a) Gain on Remeasurements of the defined benefit plans 77.14 (31.17)
b) Income tax effect (19.42) 7.84
Other Comprehensive Income/(loss) for the year, net of tax 57.72 (23.33)
Total comprehensive income for the year, net of tax (V+VI) 10,034.33 7,208.70
Earnings per equity share:
( 1 ) Basic (in Rs.) 28 65.73 47.65
( 2 ) Diluted (in Rs.) 65.73 47.65
Significant accounting policies 1-2
The accompanying notes are an integral part of these financial statements 3-38
As per our report of even date attached
For and on behalf of Board of Directors

For Harshil Shah & Co V.S. Datey D. P. Taparia


Chartered Accountants Company Secretary Managing Director
(Firm Reg.No.141179W) (DIN : 00126892)

Harshil Shah S. R. Bagad Sivaramakrishnan Palaniappan Pillai


Partner Chief Financial Officer Whole-Time Director-Operations
Membership No. 124146 (DIN : 06436717)
Mumbai, May 21, 2024
78 Taparia Tools Limited Annual Report 2023-2024
Cash Flow Statement for the year ended March 31, 2024 (₹ in lakh)
As at As at
March 31, 2024 March 31, 2023
A Cash Flow from Operating activities
1 Net Profit Before Tax 13,342.85 9,672.43
2 Adjusted for :
Depreciation of assets 113.41 128.73
Amortisation of Right to Use of Assets 26.32 35.33
Profit on Sale of Fixed Assets (5.67) (0.72)
Interest Income (8.42) (57.69)
Net foreign exchange gains/(losses) (2.84) (5.35)
Short term capital gain - (196.50)
Gain in fair value of investment (353.11) (73.05)
Sundry Credit Balance Written Off (0.03) (1.96)
Bad Debts written off 32.60 0.53
Excess Provision of Income Tax - (20.62)
Loss on Assets (Retirement) 8.40 -
Remeasurement of Defined benefit plans (77.14) -
Finance Cost 29.06 18.42
Adjusted for : Total (237.42) (172.88)
3 Operating cashflows before Working
Capital Changes (1+2) 13,105.43 9,499.55
4 Changes in Working Capital :
Decrease/(Increase) in Inventories 3,324.83 1,602.99
Decrease/(Increase) in Trade Receivables (1,263.07) (487.29)
Decrease/(Increase) in Other Financial Assets (Current) (248.71) 394.73
Decrease/(Increase) in Other Assets (Non-Current) (271.53) (14.08)
(Decrease)/Increase in Trade Payable 1,278.05 (595.59)
(Decrease)/Increase in Other Current Liabilities 151.00 35.53
(Decrease)/Increase in Other Liabilities & Provisions 23.95 490.70

Changes in Working Capital 2,994.52 1,426.99


5 Cash Generated from Operations (3+4) 16,099.95 10,926.55
6 Less: Taxes (3,255.94) (2,456.25)
Less: Taxes paid for earlier (1,100.00) -
7 Net Cash flow generated from 11,744.01 8,470.30
operating Activities (5-6)

Taparia Tools Limited Annual Report 2023-2024 79


Cash Flow Statement for the year ended March 31, 2024 (Contd..) (₹ in lakh)
As at As at
March 31, 2024 March 31, 2023
B Cash flow from Investing Activities
Purchase of fixed assets (107.38) (176.42)
Sales of Fixed Assets 5.67 0.72
Interest Received 8.42 57.41
Sale/(Purchase) of investments (net) (6,109.00) (4,333.93)
Gain in favour value of Investment 353.11 73.05
Net Cash flow from investing activities (5,849.18) (4,379.17)
C Cash Flow From Financing Activities
Finance Cost (23.98) (15.29)
Expenses for Bonus Share issue (28.50) -
Payment of lease liabilities (29.81) (41.37)
Dividend paid (5,388.46) (3,946.48)
Net Cash flow (used in) financing activities (5,470.75) (4,003.14)
Net increase/(decrease) in cash and
cash equivalents (A+B+C) 424.08 87.99
Add: Cash and cash equivalents at the beginning of the year 659.05 571.06
Cash and cash equivalents at the end of the year 1,083.13 659.05
D Components of cash and cash equivalents

Cash in hand 2.31 6.01


With banks (in current accounts) 1,080.82 653.04
Total cash and cash equivalents 1,083.13 659.05

The above standalone statement of cash flow have been prepared under the “Indirect Method” as set out
in Ind AS 7, “ Statement of cash flow “
Figures of previous year have been regrouped, reclassified and recast, wherever considered necessary.
As per our report of even date attached.
For and on behalf of Board of Directors

For Harshil Shah & Co V.S. Datey D. P. Taparia


Chartered Accountants Company Secretary Managing Director
(Firm Reg.No.141179W) (DIN : 00126892)

Harshil Shah S. R. Bagad Sivaramakrishnan Palaniappan Pillai


Partner Chief Financial Officer Whole-Time Director-Operations
Membership No. 124146 (DIN : 06436717)
Mumbai, May 21, 2024
80 Taparia Tools Limited Annual Report 2023-2024
Statement of Changes In Equity for the year ended March 31, 2024
a. Equity share capital
( 1 ) Current Reporting Period (₹ in lakh)
Balance at April 1, 2023 Changes in Equity Share Capital Restated balance at the beginning Changes in equity share Balance as at
due to prior period errors of the current reporting period capital during the current year March 31, 2024
303.58 - - 1,214.30 1,517.88

(2) Previous Reporting Period


Balance at April 1, 2022 Changes in Equity Share Capital Restated balance at the beginning Changes in equity share Balance as at
due to prior period errors of the current reporting period capital during the current year March 31, 2023
303.58 - - - 303.58

b. Other Equity
( 1 ) Current Reporting Period
Particulars Reserves and Surplus Equity Total
Instruments
Capital Securities General Retained Remeasurement through Other
Reserve Premium Reserve earnings on Defined Comprehensive
Reserve Benefit Plan Income
Balance at the beginning of current 45.00 50.00 2,814.53 23,737.28 88.27 - 26,735.08
reporting period
Changes in Accounting Policy or prior - - - - - - -
period errors
Restated Balance at the beginning of - - - - - - -
current reporting period
Total Comprehensive Income for the - - - 9,976.61 57.72 - 10,034.33
Current Year
Bonus Share Issued - - - (1,214.30) - - (1,214.30)
Stamp Duty paid on Bonus Share - - - (22.50) - - (22.50)
License & Filing Fees - - - (6.00) - - (6.00)
Dividends paid - - - (5,388.46) - - (5,388.46)
Transfer to General Reserve from - - 1,003.44 (1,003.44) - - -
retained earnings
Balance at the end of current reporting 45.00 50.00 3,817.97 26,079.19 145.99 - 30,138.15
period

( 2 ) Previous Reporting Period


Particulars Reserves and Surplus Equity Total
Instruments
Capital Securities General Retained Remeasurement through Other
Reserve Premium Reserve earnings on Defined Comprehensive
Reserve Benefit Plan Income
Balance at the beginning of current 45.00 50.00 2,093.66 21,172.60 111.60 - 23,472.86
reporting period
Changes in Accounting Policy or prior - - - - - - -
period errors
Restated Balance at the beginning of - - - - - - -
current reporting period
Total Comprehensive Income for the - - - 7,232.02 (23.33) - 7,208.70
Current Year
Dividends paid - - - (3,946.48) - - (3,946.48)
Transfer to General Reserve from - - 720.87 (720.87) - - -
retained earnings
Balance at the end of previous 45.00 50.00 2,814.53 23,737.28 88.27 - 26,735.08
reporting period

Taparia Tools Limited Annual Report 2023-2024 81


Notes to the Financial Statements for the year ended March 31, 2024
Note : The Board of Directors has declared Interim Dividend during the Financial year 2023-2024
aggregating to Rs.3,035.75 lakh as per details given :

Particulars Date of Board Dividend per equity Amount Date of Payment


Meeting share (Rs.) (Rs. in lakh)
Interim Dividend 12-02-2024 20.00 3,035.75 7th March 2024
Final Dividend 30-05-2023 77.50 2,352.71 24th July 2023
Total 5,388.46
Further,the Board of Directors at its meeting held on 21st May 2024 has recommended a Final Dividend
of Rs.20.00 per equity share aggregating to Rs.3,035.75 Lakh in respect of the year ended 31st March
2024 which is subject to the approval of the shareholders at the ensuing annual general meeting to be
held on 29th of July 2024.
Significant accounting policies 1-2
The accompanying notes are an integral part of these financial statements 3-38

As per our report of even date attached
For and on behalf of Board of Directors

For Harshil Shah & Co V.S. Datey D. P. Taparia


Chartered Accountants Company Secretary Managing Director
(Firm Reg.No.141179W) (DIN : 00126892)

Harshil Shah S. R. Bagad Sivaramakrishnan Palaniappan Pillai


Partner Chief Financial Officer Whole-Time Director-Operations
Membership No. 124146 (DIN : 06436717)
Mumbai, May 21, 2024

82 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
1. Reporting entity
Taparia Tools Ltd (the ‘Company’) is a Company domiciled in India, with its registered office situatedat
52-B, MIDC Satpur, Nashik - 422007. The equity shares of the company are listed on the Bombay stock
exchange (BSE) in India. The Company is primarily involved in manufacturing and trading of hand tools.
The manufacturing facility of the Company is located at Nashik and Goa.
1.1 Basis of preparation
a. Statement of compliance
These financial statements have been prepared in accordance with Indian Accounting Standards
(Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section
133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
Accounting policies have been consistently applied except where a newly issued accounting
standard is initially adopted or a revision to an existing accounting standard requires a change in
the accounting policy hitherto in use.
The financial statements were authorised for issue by the Company’s Board of Directors on 21st
May, 2024.
Details of the Company’s accounting policies are included in Note 2.
b. Functional and presentation currency
These financial statements are presented in Indian Rupees (Rs.), which is also the Company’s
functional currency. All amounts have been rounded off to two decimal places to the nearest
lakhs, unless otherwise indicated.
c. Basis of measurement
The financial statements have been prepared on the historical cost basis, except for certain financial
assets and liabilities and defined benefit plan assets/liabilities measured at fair value.
d. Use of estimates and judgements
In preparing these financial statements, management has made judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant
effects on the amounts recognised in the financial statements is included in the following notes:
- Note 31 – lease; whether an arrangement contains a lease and:
- Note 31 – lease classification
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting
in a material adjustment in the year ending 31 March 2024 is included in the following notes:
- Note 3 – useful life of Property, plant and equipment
- Note 4– useful life of Intangible assets
- Note 32 – employee benefit plans
- Note 26 – Income taxes

Taparia Tools Limited Annual Report 2023-2024 83


Notes to the Financial Statements for the year ended March 31, 2024
-
Note 29 –recognition and measurement of provisions and contingencies: key assumptions about
the likelihood and magnitude of an outflow of resources;
e. Measurement of fair values
A number of the Company’s accounting policies and disclosures require the measurement of fair
values, for both financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used
in the valuation techniques as follows.
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market
data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into
different levels of the fair value hierarchy, then the fair value measurement is categorised in its
entirety in the same level of the fair value hierarchy as the lowest level input that is significant to
the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
2. Significant accounting policies
a. Property, plant and equipment
i. Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalised borrowing
costs, less accumulated depreciation and accumulated impairment losses, if any.
Cost of an item of property, plant and equipment comprises its purchase price, including import
duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any
directly attributable cost of bringing the item to its working condition for its intended use and
estimated costs of dismantling and removing the item and restoring the site on which it is located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of
materials and direct labor, any other costs directly attributable to bringing the item to working
condition for its intended use, and estimated costs of dismantling and removing the item and
restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then
they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits
associated with the expenditure will flow to the Company.
iii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated
residual values over their estimated useful lives using the straight-line method and is recognised
in the statement of profit and loss.
84 Taparia Tools Limited Annual Report 2023-2024
Notes to the Financial Statements for the year ended March 31, 2024
The estimated useful lives of items of property, plant and equipment for the current and comparative
periods are as follows:
Asset Management Useful life as per Schedule II
estimate useful life of the Companies Act, 2013
Building 30 Years 30 Years
Plant and machinery (including moulds) 15 years 15 years
Office equipment’s 5 years 5 years
Furniture and fixtures 10 years 10 years
Computers 3 years 3 years
Computer server 3 years 6 years
Vehicles- Motor car 8 years 8 years
Electric fittings 10 years 10 years
Depreciation method, useful lives and residual values are reviewed at each financial year-end and
adjusted if appropriate. Based on internal assessment and consequent advice, the management
believes that its estimates of useful lives as given above best represent the period over which
management expects to use these assets.
Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (up to) the date on
which asset is ready for use (disposed off).
iv. Investment Property
Investment Property are properties held to earn rentals and for capital appreciation. Investment
Properties are measured initially at cost including transaction costs. Subsequent to initial
recognition, investment properties are measured in accordance with Ind AS-16’s requirements
for cost model. An investment property is de-recognised upon disposal or when the investment
property is permanently withdrawn from use and no future economic benefits are expected
from the disposals. Any gain or loss arising on de-recognition of the property (calculated as the
difference between the disposal proceeds and the carrying amount of the assets) is included in
the statement of the profit or loss in the period in which property is de-recognised.
b. Intangible assets
i. Acquired intangible
Intangible assets comprise purchased technical know-how are initially measured at cost. Such
intangible assets are subsequently measured at cost less accumulated amortisation and any
accumulated impairment losses.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure, including expenditure on
internally generated goodwill and brands, is recognised in profit or loss as incurred.
iii. Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual
values over their estimated useful lives using the straight-line method and is included in depreciation
and amortisation in Statement of Profit and Loss.
Intangible assets are amortised over a period of 10 years for technical know-how and 3 years for others.
Amortisation method, useful lives and residual values are reviewed at the end of each financial
year and adjusted if appropriate.

Taparia Tools Limited Annual Report 2023-2024 85


Notes to the Financial Statements for the year ended March 31, 2024
c. Inventories
Inventories are valued at the lower of cost and net realisable value. Cost includes purchase price,
duties, transport & handling costs and other costs directly attributable to the acquisition and
bringing the inventories to their present location and condition.
The basis of determination of cost remains as follows:
a) Raw material, packing material: Moving weighted average cost.
b) Spares & stores: Moving weighted average cost.
c) Work-in-progress: Cost of input plus overhead up to the stage of completion.
d) Finished Goods: Cost of input plus appropriate overhead.
e) Scrap: at net realisable value.
d. Impairment
Impairment of non-financial assets
a) An asset is deemed impairable when recoverable value is less than its carrying cost and the
difference between the two represents provisioning exigency.
b) Recoverable value is the higher of the ‘Value in Use’ and fair value as reduced by cost of disposal.
c) Test of impairment of PPE, investment in subsidiaries / associates / joint venture and goodwill
are undertaken under Cash Generating Unit (CGU) concept. For Intangible Assets and Investment
Properties it is undertaken in asset specific context.
d) Test of impairment of assets are generally undertaken based on indication of impairment, if any,
from external and internal sources of information outlined in para 12 of Ind AS-36.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
e. Employee benefits
i. Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognised for the amount expected to be paid e.g.,
under short-term cash bonus, if the Company has a present legal or constructive obligation to pay
this amount as a result of past service provided by the employee, and the amount of obligation
can be estimated reliably.
ii. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed
contributions into a separate entity and will have no legal or constructive obligation to pay further
amounts. The Company makes specified monthly contributions towards Government administered
provident fund and Employee State Insurance scheme. Obligations for contributions to defined
contribution plans are recognised as an employee benefit expense in profit or loss in the periods
during which the related services are rendered by employees.
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in
future payments is available.
iii. Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.
The Company’s net obligation in respect of defined benefit plans is calculated by estimating the
amount of future benefit that employees have earned in the current and prior periods, discounting
that amount and deducting the fair value of any plan assets.
86 Taparia Tools Limited Annual Report 2023-2024
Notes to the Financial Statements for the year ended March 31, 2024
The calculation of defined benefit obligation is performed annually by a qualified actuary using the
projected unit credit method.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses,
are recognised in OCI. The Company determines the net interest expense (income) on the net
defined benefit liability (asset) for the period by applying the discount rate used to measure the
defined benefit obligation at the beginning of the annual period to the then-net defined benefit
liability (asset), taking into account any changes in the net defined benefit liability (asset) during
the period as a result of contributions and benefit payments. Net interest expense and other
expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in
benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on
curtailment is recognised immediately in profit or loss. The Company recognises gains and losses
on the settlement of a defined benefit plan when the settlement occurs.
iv. Other long-term employee benefits
The Company’s net obligation in respect of long-term employee benefits other than post-
employment benefits is the amount of future benefit that employees have earned in return for
their service in the current and prior periods; that benefit is discounted to determine its present
value. The obligation is measured on the basis of an annual independent actuarial valuation using
the projected unit credit method. Remeasurements gains or losses are recognised in profit or loss
in the period in which they arise.
f. Provisions and contingent liabilities
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assumptions of the time value of money and
the risks specific to the liability. The unwinding of discount is recognized as finance cost.
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at reporting date, taking into account the risks and uncertainties surrounding
the obligation.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognized as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.
A provision for onerous contract is measured at the present value of the lower of the expected
cost of terminating the contract and the expected net cost of continuing with the contract.
Contingent liabilities are possible obligations that arise from past events and whose existence
will only be confirmed by the occurrence or non-occurrence of one or more future events not
wholly within the control of the Company. Where it is not probable that an outflow of economic
benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed
as a contingent liability, unless the probability of outflow of economic benefits is remote.
g. Leases
As a lessee
In the statement of profit and loss for the year, instead of rent expenses (as accounted under previous
periods), amortisation of right of use has been accounted under depreciation and amortisation
expenses and unwinding of discount on lease liabilities has been accounted under finance cost.
Taparia Tools Limited Annual Report 2023-2024 87
Notes to the Financial Statements for the year ended March 31, 2024
The Company’s leases primarily consist of leases of land and office premises. The Company
assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.
At the date of commencement of the lease, the Company recognizes a ROU and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and low value leases. For these short-term and/or low
value leases, the Company recognises the lease payments as an operating expense on a straight-
line basis over the term of the lease. Certain lease arrangements include the options to extend
or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes
these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or prior to the commencement date of the lease
plus any initial direct costs less any lease incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses. Currently, ROU assets are being amortised over
a period of 3-5 years based on lease term being lower of lease term and estimated useful life of
underlying assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease
payments have been classified as financing activities in statement of cash flows.
As a lessor
Lease income from operating leases where the Company is a lessor is recognized in income on a
straight-line basis over the lease term unless the receipts are structured to increase in line with
expected general inflation to compensate for the expected inflationary cost increases.
h. Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of those property, plant
and equipment which necessarily takes a substantial period of time to get ready for their intended
use are capitalised. All other borrowing costs are expensed in the period in which they incur in the
statement of profit and loss.
I. Revenue
Revenue from sale of goods is recognised when control of the products being sold is transferred
to our customer and when there are no longer any unfulfilled obligations. The Performance
Obligations in our contracts are fulfilled at the time of dispatch, delivery or upon formal customer
acceptance depending on customer terms. Revenue is measured on the basis of contracted /
transaction price, after deduction of any trade discounts, volume rebates and any taxes or duties
collected on behalf of the Government such as goods and services tax, etc. Accumulated experience
is used to estimate the provision for such discounts and rebates. Revenue is only recognised to
the extent that it is highly probable a significant reversal will not occur. Our customers have the
contractual right to return goods only when authorised by the Company. An estimate is made
of goods that will be returned and a liability is recognised for this amount using a best estimate
based on accumulated experience.
Income from services rendered is recognised based on agreements/arrangements with the
customers as the service is performed and there are no unfulfilled obligations.
Interest income is recognised using the effective interest rate (EIR) method.

88 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
j. Foreign currency transactions
Transactions in foreign currencies are initially recorded by the company at their functional currency
spot rates at the date of the transaction.
Monetary assets and liabilities denominated in foreign currency are translated at the functional
currency spot rates of exchange at the reporting date. Exchange differences that arise on settlement
of monetary items or on reporting at each balance sheet date of the Company’s monetary items at the
closing rates are recognised as income or expenses in the period in which they arise. Non-monetary
items which are carried at historical cost denominated in a foreign currency are reported using the
exchange rates at the date of transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined.
k. Recognition of interest income or expense
For all debt instruments measured at amortised cost, interest income is recorded using the effective
interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or
receipts over the expected life of the financial instrument or a shorter period, where appropriate,
to the gross carrying amount of the financial asset or to the amortised cost of a financial liability.
When calculating the effective interest rate, the Company estimates the expected cash flows
by considering all the contractual terms of the financial instrument (for example, prepayment,
extension, similar options) but does not consider the expected credit losses. Interest income is
included in finance income in the statement of profit and loss.
l. Government grant
Government grants are recognised where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with. When the grant relates to revenue, it
is recognised in the statement of profit and loss on a systematic basis over the periods to which
they relate. When the grant relates to an asset, it is treated as deferred income and recognised in
the statement of profit and loss on a systematic basis over the useful life of the asset.
m. Income tax
Income tax comprises current and deferred tax. It is recognised in profit or loss except to the
extent that it relates to a business combination or to an item recognised directly in equity or in
other comprehensive income.
I. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the
year and any adjustment to the tax payable or receivable in respect of previous years. The amount
of current tax reflects the best estimate of the tax amount expected to be paid or received after
considering the uncertainty, if any related to income taxes. It is measured using tax rates (and tax
laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended to realise the asset and settle the liability on a
net basis or simultaneously.
II. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation
purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will
be available against which they can be used.
Taparia Tools Limited Annual Report 2023-2024 89
Notes to the Financial Statements for the year ended March 31, 2024
Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are
recognised / reduced to the extent that it is probable / no longer probable respectively that the
related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on the laws that have been enacted or substantively
enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the
manner in which the Company expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred
tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such
assets and liabilities on a net basis.
n. Earnings per share
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and
the weighted average number of ordinary shares outstanding after adjusting for the effects of all
potential dilutive ordinary shares.
o. Cash flow statement
Cash Flows are reported using indirect method, where by profit /loss before tax is adjusted for the
effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts
or payments. Cash flow for the year are classified by operating, investing and financing activities.
p. Financial instruments
i. Recognition and initial measurement
The Company initially recognises financial assets and financial liabilities when it becomes a party
to the contractual provisions of the instrument. All financial assets and liabilities are measured at
fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities that are not at fair value through profit or loss are
added to the fair value on initial recognition. Regular way purchase and sale of financial assets are
accounted for at trade date.
ii. Classification and subsequent measurement
Financial assets
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model
whose objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income
if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and the contractual terms of the financial asset give rise on
90 Taparia Tools Limited Annual Report 2023-2024
Notes to the Financial Statements for the year ended March 31, 2024
specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued
through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method.
For trade and other payables maturing within one year from the balance sheet date, the carrying
amounts approximate fair value due to the short maturity of these instruments.
iii. Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from
the financial asset expire, or it transfers the right to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial assets
are transferred or in which the Company neither transfers nor retains substantially all of the risks
and rewards of ownership and does not retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance
sheet but retains either all or substantially all of the risks and rewards of the transferred assets,
the transferred assets are not derecognised.
Impairment of financial assets
The company assesses impairment based on expected credit losses (ECL) model at an amount equal to:
• 12 months expected credit losses, or
• Lifetime expected credit losses
depending upon whether there has been a significant increase in credit risk since initial recognition.
However, for trade receivables, the company does not track the changes in credit risk. Rather, it
recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its
initial recognition.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or
cancelled or expire.
The Company also derecognises a financial liability when its terms are modified and the cash flows
under the modified terms are substantially different. In this case, a new financial liability based on
the modified terms is recognised at fair value. The difference between the carrying amount of the
financial liability extinguished and a new financial liability with modified terms is recognised in the
statement of profit and loss.
IV. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet
when, and only when, the Company currently has a legally enforceable right to set off the amounts and it
intends either to settle them on a net basis or realise the asset and settle the liability simultaneously.

Taparia Tools Limited Annual Report 2023-2024 91


Notes to the Financial Statements for the year ended March 31, 2024
3 Property, Plant and Equipment
Tangible Assets for the Financial Year ended on March 31, 2024 ( ₹ in lakh)
Gross Freehold Lease Buildings Plant and Electrical Office Furniture Vehicles Computers Total
Block Land hold Land Machinery Install.& Equipement and Fixtures
Equipment
As at 1 April 2023 20.64 64.53 640.26 3,120.35 114.73 48.27 101.33 54.25 152.61 4,316.97
Additions - - - 56.57 - 4.63 15.63 14.55 12.12 103.50
Deletions - - - (49.97) (26.16) (1.45) (0.36) (5.10) (1.16) (84.20)
As at 31 March 2024 20.64 64.53 640.26 3,126.95 88.57 51.45 116.60 63.70 163.57 4,336.27
Depreciation
As at 1 April 2023 - 18.32 467.98 2,085.84 92.43 39.39 67.23 35.97 133.22 2,940.38
Charge for the year - - 4.31 85.40 2.10 3.03 4.86 3.25 7.59 110.54
Disposals - - - (43.28) (24.85) (1.38) (0.34) (4.84) (1.11) (75.80)
As at 31 March 2023 - 18.32 472.29 2,127.96 69.68 41.04 71.75 34.38 139.70 2,975.12
Net Block
As at 31 March 2023 20.64 46.21 172.28 1,034.51 22.30 8.88 34.10 18.28 19.39 1,376.57
As at 31 March 2024 20.64 46.21 167.97 998.99 18.89 10.41 44.85 29.32 23.87 1,361.15
Tangible Assets for the Financial Year ended on March 31, 2023
Gross Block Freehold Lease hold Buildings Plant and Electrical Office Furniture and Vehicles Computers Total
Land Land Machinery Install.& Equipement Fixture
Equipment
As at 1 April 2022 20.64 64.53 639.95 2,974.69 121.24 47.73 93.41 56.65 165.18 4,184.00
Additions - - 0.31 145.66 4.82 0.54 7.92 - 19.37 178.62
Deletions - - - - (11.33 ) - - (2.40 ) (31.94) (45.67)
As at 31 March 2023 20.64 64.53 640.26 3,120.35 114.73 48.27 101.33 54.25 152.61 4,316.95
Depreciation
As at 1 April 2022 - 18.32 453.05 2,006.57 101.24 36.55 62.95 33.00 141.57 2,853.25
Charge for the year - - 14.93 79.27 1.94 2.84 4.28 2.97 22.00 128.23
Disposals - - - - (10.75) - - - (30.35) (41.10)
As at 31 March 2023 18.32 467.98 2,085.84 92.43 39.39 67.23 35.97 133.22 2,940.38
Net Block
As at 31 March 2022 20.64 46.20 186.90 968.12 20.00 11.18 30.46 23.65 23.61 1,330.75
As at 31 March 2023 20.64 46.21 172.28 1,034.51 22.30 8.88 34.10 18.28 19.39 1,376.57
3A Investment Property ( ₹ in lakh)
Total
Carrying amount 554.87
As at 31st March 2024  554.87
Note :
i) Fair Value of Investment Property is Rs.945.42 Lakh.
ii) An external independent valuer as defined under rule 2 of Companies(Registered Valuer and valuation) Rules,
2017 has valued the Investment Property. The fair value is based on market value, being the estimated amount
for which a property could be exchanged in an arm’s length transaction.
The Company had undertaken a project for setting up a new plant at Vapi (Gujarat), which was disclosed under
Capital WIP. However there has not been any progress in the project, since the past few years. Keeping in view
the cost benefit and time lag of the project, management is of the view that it may not be feasible to complete
the construction. Consequently it has been classified under Investment property during the year.

92 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
3A Investment Property (Contd..) ( ₹ in lakh)
As at 31st March 2023
Capital Work in Progress Less than 1 year 1-2 year 2-3 years More than 3 years Total
Projects in Progress 23.78 - - 538.07 561.85
Projects Temporarily Suspended - - - - -
Total 23.78 - - 538.07 561.85
3B. Right to Use Assets  ( ₹ in lakh )
Gross Block
As at 1 April 2023 278.09
Additions -
Deletions -
As at 31 March 2024 278.09
Amortisation
As at 1 April 2023 220.11
Charge for the year 26.32
Deductions -
As at 31 March 2024  246.43
Net Block
As at 1 April 2023  57.95
As at 31 March 2024 31.65
(Refer Note no. 31)
4 Intangible Assets  ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Gross Block
As at 01st April-2023 62.45 62.93
Purchase 3.66 -
Less : Deletion(Retire) - (0.48)
As at 31st March 2024 66.11 62.45
Amortisation
As at 01st April-2023 56.12 56.07
Charge for the year 2.87 0.51
Less : Deletion(Retire) - (0.45)
As at 31st March 2024
Net Block 58.99 56.12
As at 31st March 2023 - 6.33
As at 31st March 2024 7.12 -

5 Financial assets ( ₹ in lakh )


Non Current Current
As at March As at March As at March As at March
31, 2024 31, 2023 31, 2024 31, 2023
Other Financial Assets
Security Deposits * 163.34 94.20 38.81 69.14
Interest Receivable 1.53 0.80 - 0.09
Outstanding Income 6.32 3.15 - -
Insurance Claim Receivable - - - 3.98
Total 171.19 98.15 38.81 73.21
* Details of Security Deposits:
Premises 33.51 27.16 - -
Others 129.83 67.04 38.81 69.14
Margin Money Deposits with
Bank for more than 12 months - - - -
Total 163.34 94.20 38.81 69.14

Taparia Tools Limited Annual Report 2023-2024 93


Notes to the Financial Statements for the year ended March 31, 2024
6 Tax assets and liabilities ( ₹ in lakh )
Non Current Current
As at March As at March As at March As at March
31, 2024 31, 2023 31, 2024 31, 2023
Income tax assets (Net)
Advance income-tax (Net of 187.62 3.20 1,100.00 -
provision for taxation)
Total 187.62 3.20 1,100.00 -
Income tax Liabilities
Provision for Taxation (Net of 33.50 33.50 - -
Advance Tax)
Total 33.50 33.50 - -

7 Inventories ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Raw Materials 727.75 1,282.41
Work-in-Progress 1,252.23 1,404.37
Finished Goods 687.78 685.97
Stock-in-Trade (Goods aquired for Trading ) 8,244.88 11,577.86
Stores and Spares 392.26 379.12
Others :
Components 1,299.97 589.55
Scrap 17.50 27.94
Total 12,622.37 15,947.22

8 Investment ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Investment in Mutual Funds (FVTPL)
Kotak Equity Arbitrage-Growth Fund 2,009.52 -
Aditya Birla Sun Life Money Manager Fund-Growth 7,074.44 -
Aditya Birla Sun Life Arbitrage Fund-Growth 2,240.02 -
HDFC Liquid Fund-Direct Plan-Growth 3,096.88 8,311.87
14,420.86 8,311.87
Aggregate amount of :
Quoted investments 14,420.86 8,311.87
Unquoted Investments - -

94 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
9 Trade receivables ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Trade Receivables considered good - Unsecured 7,825.61 6,597.13
Trade Receivables credit impaired 30.99 5.55
Less : Allowance for doubtful debts (30.99) (5.55)
Total 7,825.61 6,597.13

10 Cash and cash equivalents ( ₹ in lakh )


As at March As at March
31, 2024 31, 2023
Cash on hand 2.31 6.01
Balances with Banks in current accounts 1,080.82 653.04
Total 1,083.13 659.05

11 Loans and Advances ( ₹ in lakh )


Non Current Current
As at March As at March As at March As at March
31, 2024 31, 2023 31, 2024 31, 2023
Advance to Employees - - 9.76 6.47
Total - - 9.76 6.47

12 Other Assets ( ₹ in lakh )


Non Current Current
As at March As at March As at March As at March
31, 2024 31, 2023 31, 2024 31, 2023
Prepaid expenses - - 26.28 68.14
Advance to Suppliers (Capital Goods, Building 154.18 148.63 254.68 30.29
and Raw Material)
Balance with Statutory /
Government authorities :
M.V.A.T. Receivable - (6.65) - -
Special Additional Duty Receivable 19.75 19.75 - -
Goods and Service Tax (Input) - - 977.91 880.63
Other Receivable 79.90 38.37 31.39 31.39
Total 253.83 200.10 1,290.26 1,010.45

Taparia Tools Limited Annual Report 2023-2024 95


Notes to the Financial StatementS for the year ended March 31, 2024
12. Other Assets (Contd..)

AGEING RECEIVABLES AS AT 31ST MARCH 2023 (₹ in lakh)

Particulars Unbilled Less than 6 6 months-1 1 years 1-2 2-3 > 3 years Total O/s.
months year years years
(i) Undisputed Trade Receivables - - - 7,800.87 32.81 - (13.61) 5.54 7,825.61
Considered Good
(ii) Undisputed Trade Receivables - - - - - - - - - -
which have significant increase
in credit risks
(iii) Undisputed Trade Receivables - - - - - - - - - -
Credit impairded
(iv) Disputed Trade Receivables - - - - - - - - - -
Considered good
(v) Disputed Trade Receivables - - - - - - - - 30.99 30.99
which have significant increase
in credit risks
(vi) Disputed Trade Receivables - - - - - - - - (30.99) (30.99)
Credit impairded
Less : Allowance for doubtful - - - - - - - - -
debts/ impairment
Total - - - 7,800.87 32.81 - (13.61) 5.54 7,825.61

AGEING RECEIVABLES AS AT 31ST MARCH 2023 (₹ in lakh)

Particulars Unbilled Not Less than 6 6 months-1 1 years 1-2 2-3 > 3 years Total O/s.
due months year years years

(i) Undisputed Trade Receivables - - - - 6,597.13 - - - - 6,597.13


Considered Good
(ii) Undisputed Trade Receivables - - - - - - - - - -
which have significant increase
in credit risks
(iii) Undisputed Trade Receivables - - - - - - - - - -
Credit impairded
(iv) Disputed Trade Receivables - - - - - - - - - -
Considered good
(v) Disputed Trade Receivables - - - - - - - - 5.55 5.55
which have significant increase
in credit risks
(vi) Disputed Trade Receivables - - - - - - - - (5.55) (5.55)
Credit impairded
Less : Allowance for doubtful - - - - - - - - -
debts/ impairment
Total - - - 6,597.13 - - - - 6,597.13

96 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
13 Equity Share Capital ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Equity share capital 1,517.88 303.58
Authorised Share capital :
3,50,00,000 (Last year: 50,00,000) Equity Shares of Rs.10/- Each 3,500.00 500.00

Issued and subscribed capital comprises:


1,51,78,750 (Last year: 30,35,750) Ordinary (Equity) Shares of Rs. 10/- Each 1,517.88 303.58
fully paid-up

13.1 Fully paid equity shares ( ₹ in lakh )

As at March 31, 2024


Number of Share Capital
shares
Balance at April 1, 2023 3,035,750 303.58
Add: Issued during the year 12,143,000 1,214.30
Less: Bought back during the year - -
Balance at March 31, 2024 15,178,750.00 1,517.88

Terms/rights attached to equity shares


The Company has equity shares having par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one
vote per share. The shareholders have the right to receive interim dividends declared by the Board of Directors and fi-
nal dividend proposed by the Board of Directors and approved by the shareholders. In the event of liquidation of the
Company, the holders of Equity shares will be entitled to receive any of the remaining assets of the Company,after
distribution of Preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders. The equity shareholders have all other rights as available to the equity shareholders as per the
provisions of Companies Act, 2013 read together with the Memorandum of Association and Articles of Association
of the Company as applicable.

13.2 Details of shares held by each shareholder holding more than 5% shares
As at March 31, 2024 As at March 31, 2023
Number of % holding in Number of % holding in the
shares held the class of shares held class of shares
shares
Fully paid equity shares
Names of shareholders:
Mrs. Rajdulari Devi Taparia 1,570,930 10.35% 181,057 5.96%
Veer Enterprises Ltd 1,371,440 9.04% 274,288 9.04%
Shri Harnarayan Taparia 1,823,250 12.01% 364,650 12.01%
Total 4,765,620 31.40% 819,995 27.01%

Taparia Tools Limited Annual Report 2023-2024 97


Notes to the Financial Statements for the year ended March 31, 2024
13.2 Shareholding of Promoters (Contd..)

Shares held by promoters and Promoter Group at the end of the year

Sr. Name of the Promoter No. of Shares held % of total Shares % change during
the year
1 Bhagwati Binani 220 0.00 -
2 Bharat Taparia 665,970 4.39 -
3 Bharat Kumar Taparia (HUF) 53,590 0.35 -
4 Devi Prasad Taparia 508,495 3.35 -
5 Devi Prasad Taparia (HUF) 404,790 2.67 -
6 Harnarayan Taparia 1,823,250 12.01 -
7 Harnarayan Taparia (HUF) 0.00 0.00 (4.39)
8 Harsha Mundhra 250,000 1.65 -
9 Jaya Krishna Taparia (HUF) 330,210 2.18 -
10 Jaya Krishna Taparia 737,380 4.86 -
11 Kusum Devi Taparia 734,240 4.84 -
12 Madhav Prasad Taparia 717,825 4.73 -
13 Madhav Prasad Taparia (HUF) 579,845 3.82 -
14 Om Shri Yogeshwar Mfg. & Trading Co.Pvt.Ltd. 126,500 0.83 -
15 Prema Devi Taparia 634,945 4.18 -
16 Rajdulari Devi Taparia 157,0930 10.35 4.39
17 Shashi Devi Bangur 346,355 2.28 -
18 Sudha Devi Taparia 518,995 3.42 -
19 Sushil Kumar Taparia 358,995 2.37 -
20 Sushil Kumar Taparia (HUF) 219,995 1.45 -
Total 10,582,530 69.72 -

13.3 • number and class of shares allotted as fully paid up pursuant to contract without payment being received in
cash : Nil
• aggregate number and class of shares allotted as fully paid up by way of bonus shares :
     In the Financial Year 2023-2024, 1,21,43,000 equity shares of Rs. 10/- each were allotted as fully paid up
by way of bonus Shares.
• and aggregate number and class of shares bought back : Nil

98 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
14 Other Equity ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
General Reserve
Balance at beginning of the year 2,814.53 2,093.66
Add/ (less): Transferred from Statement of Profit & Loss 1,003.44 720.87
Balance at end of the year 3,817.97 2,814.53
Retained Earnings
Balance at beginning of year 23,825.55 21,284.20
Add/ (less): Transferred from Statement of Profit & Loss 9,976.61 7,232.03
Other comprehensive income arising from re-measurement 57.72 (23.33)
of defined benefit obligation, net of tax
Add/ (less): Transfer to General Reserve (1,003.44) (720.87)
Add/ (less): Interim dividend (5,388.46) (3,946.48)
Add/ (less): Equity share issue (Bonus) (1,214.30) -
Add/ (less): Rates & Taxes (Stamp Duties) (22.50) -
Add/ (less): License & Filling Fees (6.00) -
Balance at end of the year 26,225.18 23,825.55
Capital Reserve
Balance at beginning of year 45.00 45.00
Balance at end of the year 45.00 45.00
Securities Premium Reserve
Balance at beginning of the year 50.00 50.00
Balance at end of the year 50.00 50.00
Total 30,138.15 26,735.08

15 Provisions ( ₹ in lakh )
Non Current Current
As at March As at March As at March As at March
31, 2024 31, 2023 31, 2024 31, 2023
Leave Encashment 190.53 219.60 72.77 66.65
Group Gratuity - 57.32 26.92 65.88
Total 190.53 276.92 99.69 132.53

16 Trade Payable (in lakh )


As at March As at March
31, 2024 31, 2023
Total Outstanding dues of micro small enterprises (Refer note below) 165.32 43.66
Total Outstanding dues of other than micro small enterprises 6,095.70 4,941.28
Total 6,261.02 4,984.94

Taparia Tools Limited Annual Report 2023-2024 99


Notes to the Financial Statements for the year ended March 31, 2024
16 Trade Payable (Contd..) ( ₹ in lakh )
AGEING SCHEDULE (As at 31st March 2024)
Particulars Not Due Less than 1 1-2 year 2-3 year More than 3 Total
year year
i) MSME 165.32 - - - - 165.32
ii) Others - 6,052.19 40.75 2.76 - 6,095.70
iii) Disputed Dues - MSME - - - - - -
iv) Disputed Dues - Others - - - - - -
Total 165.32 6,052.19 40.75 2.76 - 6,261.02

AGEING SCHEDULE (As at 31st March 2023) ( ₹ in lakh )

Particulars Not Due Less than 1 1-2 year 2-3 year More than 3 Total
year year
i) MSME 43.66 - - - - 43.66
ii) Others 2,495.76 2,425.38 10.24 9.90 - 4,941.28
iii) Disputed Dues - MSME - - - - - -
iv) Disputed Dues - Others - - - - - -
Total 2,539.42 2,425.38 10.24 9.90 - 4,984.94
Note :
There are no material dues owed by the company to micro and small enterprises, which are outstanding for more than 45 days during the year and at 31
March 2024. This information as required under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such
parties have been indentified on the basis of information available with the company and has been relied upon by the auditors.
17 Other Financial Liabilities ( ₹ in lakh )
As at March As at March
31, 2024 31, 2023
Outstanding Liabilities towards PF, ESIC, etc. 299.53 519.27
Total 299.53 519.27

18 Other Current Liabilities ( ₹ in lakh )


As at March As at March
31, 2024 31, 2023
Advance from customers 337.08 91.82
TDS/TCS & Professional Tax Payable 418.12 337.88
Statutory liabilities ( TDS ) 1,197.31 1,128.67
Outstanding Liabilities 226.89 236.89
Unclaimed Dividend 56.46 31.97
Total 2,235.86 1,827.23

19 Revenue from operations ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
Sale of product* 81,657.36 74,412.56
Other Operating revenues
Scrap Sales & Other 1,195.91 2,036.03
Total 82,853.27 76,448.59
* Sale of manufactured products 19,389.92 17,227.71
Sale of Traded products 62,267.44 57,184.85
81,657.36 74,412.56

Reconciliation of the amount of revenue recognised in the Statement of profit and loss with contracted price :
For the year For the year
ended March ended March
31, 2024 31, 2023
Revenue as per contracted price 85,873.57 79,262.69
Adjustments : Rebates & Discounts (3,020.30) (2,814.10)
Net Revenue from Contract with Customers 82,853.27 76,448.59

100 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
20 Other Income and other gains/ (losses) ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Interest Income 8.42 57.69
Short Term Capital Gains on sale of Investments 456.23 195.50
Gain on change in fair value of investments 353.11 73.05
Net foreign exchange gains/ (losses) 2.84 5.35
Profit on Sale on Redemption of Units - 1.00
Profit on Sale of Fixed Asset 5.67 0.72
Others 87.32 105.65
Total 913.59 438.96

21 Cost of materials consumed ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
Raw Material
Opening Stock 1,282.41 1,132.91
Add : Purchases 3,599.95 4,813.12
4,882.36 5,946.03
Less : Closing stock 727.75 1,282.41
Total 4,154.61 4,663.62

21.a Purchase of stock-in-trade ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
Purchase of traded products 40,993.70 41,471.10
Total 40,993.70 41,471.10

21.b Changes in inventories of finished goods, work-in-progress and stock-in-trade ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
OPENING STOCK
Finished Goods 685.97 455.65
Work-in-process 1,404.37 1,493.84
Scrap 27.94 15.97
Trading Items Purchase 11,577.86 13,417.34
13,696.14 15,382.80
LESS : CLOSING STOCK
Finished Goods 687.78 685.97
Work-in-process 1,252.23 1,404.37
Scrap 17.50 27.94
Trading Items Purchase 8,244.88 11,577.86
10,202.39 13,696.14
Total 3,493.75 1,686.66

22 Employee benefits expense ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
Salaries and Wages 3,668.69 3,377.49
Contribution to provident and other funds 168.66 211.92
Staff Welfare Expenses 133.07 94.48
Total 3,970.42 3,683.89

Taparia Tools Limited Annual Report 2023-2024 101


Notes to the Financial Statements for the year ended March 31, 2024
23 Finance costs ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Interest on bank overdrafts 16.05 9.71
Other borrowing costs 13.01 8.71
Total 29.06 18.42

24 Depreciation and amortisation expense ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
Depreciation of property, plant and 110.54 128.23
equipment
Amortisation of Intangible Assets 2.87 0.51
Amortisation of Right to use assets 26.32 35.33
Total 139.73 164.07

25 Other expenses ( ₹ in lakh )


For the year For the year
ended March ended March
31, 2024 31, 2023
A. Manufacturing Expenses:
Consumption of stores and Spare Parts 4,579.66 2,975.55
Power and Fuel 1,069.10 1,147.67
Water Charges 8.69 8.67
Repairs to Buildings 37.57 82.93
Repairs to Machinery 87.29 61.26
Labour Charges 1,526.47 1,449.45
Freight & Carriage 254.90 167.40
Other Manufacturing Expenses 291.61 741.02
Subtotal (A) 7,855.29 6,633.95
B. Other Administrative Expenses:
Rent 105.30 88.41
Rent, Rates & Taxes 12.32 8.36
Travelling & Conveyance 42.01 41.02
Insurance 67.06 44.86
Professional & Legal Expenses 161.18 122.26
Directors’ Sitting Fees 10.83 12.83
Repairs to Others 7.60 9.49
Payment to Auditors (Refer details Below) 4.00 4.00
Printing & Stationery 65.90 57.21
Bad debts Witten Off 32.60 0.53
CSR Expenditure 170.52 129.29
Loss on Assets (Retirement) 8.40 2.20
Miscellaneous Expenses 124.56 100.85
Assessement Tax Dues Paid 0.15 0.04
Subtotal (B) 812.43 621.35
C. Selling & Distribution Expenses :
Forwarding Expenses 1,182.70 1,066.76
Advertising/Sales Promotion Expenses and 2,061.82 1,988.84
Incentive
Selling Commission 5,730.50 5,216.47
Subtotal (C) 8,975.02 8,272.07
Grand Total (A+B+C) 17,642.74 15,527.37

102 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
25 Other expenses (Contd..) ( ₹ in lakh )
Payments to auditors
For the year For the year
ended March ended March
31, 2024 31, 2023
As auditor
Audit fee 4.00 4.00
Tax audit fee - -
In other capacity
For other services - -
For reimbursement of expenses
Total 4.00 4.00

26 Tax expense
(a) Amounts recognised in profit and loss ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Current income tax 3,255.94 2,456.25
Excess Tax Provision for earlier years written back - (20.62)
Deferred tax expense 110.30 4.76
Tax expense for the year 3,366.24 2,440.39

(b) Amounts recognised in other comprehensive income ( ₹ in lakh )


Particulars For the year ended March 31, 2024 For the year ended March 31, 2023
Before Tax Net of tax Before tax Tax Net of tax
tax (expense) (expense)
benefit benefit
Items that will not be reclassified to the
Statement of profit or loss
Remeasurements of the defined benefit 77.14 (19.42) 57.72 (31.17) 7.84 (23.33)
plans
Total 77.14 (19.42) 57.72 (31.17) 7.84 (23.33)

(c) Reconciliation of effective tax rate ( ₹ in lakh )


For the year For the year
ended March ended March
31 2024 31 2023
Profit before tax 13,342.88 9,672.42
Tax using the Company’s domestic tax rate (Current year 25.17% and Previous Year 25.17%) 3,358.14 2,434.35
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
On account of disallowance/(allowance) of expenses - 9.57
On account of permanent difference 10.85 32.69
On account Excess Tax Provision for earlier years written back - (20.62)
On account of tax rate difference and earlier year tax adjustments (2.75) (15.62)
Tax Expenses Recognised in the Statement of profit and Loss 3,366.24 2,440.39
The Company’s effective tax rate for the year after rate difference and earlier years tax effect 25.23% 25.23%

Impact of tax rate change: The Company elected to exercise the option permitted under Section 115BAA of the Income-tax Act, 1961 as
introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has re-measured its Deferred Tax Assets on the
basis the rate prescribed in the said section. The full impact of this change has been recognised in the statement of Profit & Loss for the year.

Taparia Tools Limited Annual Report 2023-2024 103


Notes to the Financial Statements for the year ended March 31, 2024
27 Deferred Tax ( ₹ in lakh )
(a) Movement in deferred tax balances
March 31, 2024
Net Recognised in Recognised Net balance Deferred tax Deferred tax
balance statement of in OCI March 31, asset liability
April 1, profit or loss 2024
2023
Deferred tax asset/ (Liabilities)
Property, plant and equipment (122.41) (8.28) - (130.69) - (130.69)
Lease Liabilities / ROU assets - 0.29 - 0.29 - 0.29
Financial assets at FVTPL (18.38) (88.87) - (107.25) - (107.25)
Others - MAT Credit entitlement (0.10) - - (0.10) - (0.10)
Others - Impact of expenditure 101.96 (13.44) - 88.52 88.52 -
charged to the statement of profit and loss in
the current year but allowed for tax purposes
on payment basis
Net tax assets/ (Liabilities) (38.93) (110.30) - (149.23) 88.52 (237.75)

March 31, 2023


Net Recognised in Recognised Net balance Deferred Deferred
balance statement of in OCI March 31, tax asset tax liability
April 1, profit or loss 2023
2022
Property, plant and equipment (111.42) (10.99) - (122.41) - (122.41)
Others 0.63 (0.73) - (0.10) - (0.10)
Lease Liabilities / ROU assets (2.13) (16.25) - (18.38) - (18.38)
Financial assets at FVTPL - - - - - -
Others - Impact of expenditure 70.90 23.22 7.84 101.96 101.96 -
charged to the statement of profit and loss in - - - - - -
the current year but allowed for tax purposes
on payment basis
Net tax assets/ (Liabilities) (42.02) (4.75) 7.84 (38.93) 101.96 (140.89)

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities
and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable
income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be
recovered.
28 Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted
average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by the weighted average
number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on
conversion of all the dilutive potential Equity shares into Equity shares.
i. Profit attributable to Equity holders ( ₹ in lakh )
For the For the year
year ended ended March
March 31 31 2023
2024
Net profit after tax 9,976.61 7,232.03
Profit attributable to equity holders of the parent for basic earnings 9,976.61 7,232.03

104 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
28. Earnings per share (EPS) (Contd..)
ii. Weighted average number of ordinary shares ( ₹ in lakh )
For the year ended For the year ended
March 31, 2024 March 31, 2023
Issued ordinary shares 15,178,750 15,178,750
Weighted average number of shares at March 31 for basic & diluted EPS Effect of dilution: 15,178,750 15,178,750

Basic and Diluted earnings per share


For the year ended For the year ended
March 31, 2024 March 31, 2023
Basic earnings per share 65.73 47.65
Diluted earnings per share 65.73 47.65

29 Contingent liability and commitments ( ₹ in lakh )


For the year ended For the year ended
March 31 2024 March 31 2023
Contingent Liabilities :
Claims against the Company not acknowledged as debts
a) in respect of labour matters 166.17 148.37
b) Income Tax matter under appeal for A.Y. 2017-18 5,450.69 -
Commitments
Estimated amount of contracts remaining to be executed on capital account and not 81.15 178.35
provided for
5,698.01 326.72

29.1 Contingent liabilities above represent estimates made mainly for probable claims arising out of litigation and disputes pending with
tax authorities. The probability and timing of outflow with regard to these matters depend on the final outcome of litigations /
disputes. Hence the Company is not able to reasonably ascertain the timing of the outflow.
29.2 The Company is subject to legal proceedings and claims which arise in the ordinary course of business. The Company has reviewed
all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent
liability, where applicable. The management does not reasonably expect that these legal actions, when ultimately concluded and
determined, will have a material and adverse effect on the Company’s operations or financial condition.
30 The Company was set up with the objective of manufacturing Handtools business segment. This is the only activity performed and is
thus also the main source of risks and returns. Accordingly, the Company has a single reportable segment. Further, as the Company
does not operate in more than one geographical segment hence the relevant disclosures as per Ind AS 108 are not applicable to the
company.
31 The company has taken certain building premises under cancellable operating leases. In the rent agreements there are no terms for
purchase option or any restriction such as those concerning dividend and additional debts. Lease agreements of the company do
not contain any variable lease payment or any residual value guarantees. The company has not entered inti any sublease agreement.
Information in respect of leases for which right-of-use assets and corresponding lease liabilities have been recognised are as follows:
Particulars For the year For the year
ended March ended March
31, 2024 31, 2023
Carrying amount right-of-use assets at beginning of the year 57.95 33.58
Additions to right-of-use assets during the year - 59.73
Deletions to right-of-use assets during the year - -
Amortisation of right-of-use assets during the year 26.32 35.33
Interest expense (unwinding of discount) on lease liabilities 5.08 3.13
Total cash outflows in respect of leases 29.82 41.37
Carrying amount right-of-use assets at year end 31.65 57.95

Taparia Tools Limited Annual Report 2023-2024 105


Notes to the Financial Statements for the year ended March 31, 2024
31. Maturity analysis of lease liability are as under: (Contd..) ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Due in next 1 year 19.70 24.74
Due in next 1 to 3 years 13.13 32.84
Due in next 3 to 5 years - -
Due after 5 years - -

32 Employee benefit obligation ( ₹ in lakh )


As at March 31, 2024 As at March 31, 2023
Non-current Current Non-current Current
Compensated absences 190.53 72.77 219.60 66.65
Gratuity - 26.92 57.32 65.88
Total 190.53 99.69 276.92 132.53

(i) Defined benefit plan - Gratuity


The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees
last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The
gratuity plan is an unfunded plan.
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
For the year For the year
ended March ended March
31, 2024 31, 2023
Present Value of obligation 827.18 796.37
Fair Value of Plans 800.25 752.01
Net Liability in the balance sheet 26.92 44.36
Defined Benefit Obligations
Balance at the beginning of the year 875.20 796.37
Interest expenses 64.68 54.47
Current service cost 40.92 39.43
Past service cost - -
(Liability Transferred In/ Acquisitions) - -
Benefit Paid directly by the employer - -
Benefit Paid From the Fund (78.35) (48.01)
Actuarial (gain) / loss-Due to change in - -
Demographic Assumptions
Actuarial (gain) / loss-Due to change in 54.30 (24.70)
Financial assumptions
Actuarial (gain) / loss- Due to Experience (129.57) 57.64
Balance at the end of the year 827.18 875.20

Plan Assets
Balance at the beginning of the year 752.01 739.60
Interest Income 55.57 50.59
Contributions by the Employer 69.15 8.06
Expected return on plan assets 1.87 1.77
Paid Funds (78.35) (48.01)
Actuarial (gain) / loss - -
Balance at the end of the year 800.25 752.01

106 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
(i) Defined benefit plan - Gratuity (Contd..) ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Return on Plan Assets
Expected return on plan assets 1.87 1.77
Actuarial (gain) / loss - -
Actual Return on Plan Assets 1.87 1.77

Expenses Recognised in the Statement of Profit or Loss on defined benefit plan


Current service costs 40.92 39.43
Past service cost - -
Interest expense 64.68 54.47
Interest Income (55.57) (50.59)
Expected return on plan assets
Expenses Recognised 50.03 43.31

Expenses Recognised in the Other Comprehensive Income (OCI) on defined benefit plan
Actuarial (gain) / loss (75.27) 32.94
Expected return on plan assets (1.87) (1.77)
Net (Income)/ Expense for the period Recognised in OCI (77.14) 31.17

Projected Benefits payable in future years from the date of reporting


1st Following Year 145.48 148.01
2nd Following Year 63.68 98.53
3rd Following Year 82.37 77.21
4th Following Year 104.58 86.52
5th Following Year 84.36 106.74
Sum of Years 6 to 10 427.90 447.54
Sum of Years 11 and above 405.35 430.28
Significant estimates: actuarial assumptions and sensitivity
The significant actuarial assumptions were as follows:
Discount rate 7.19% 7.39%
Salary growth rate 11.25% 20% for the
next
1 year & 10%
p.a.thereafter
Retirement age 58 & 75 Years 58 & 75 Years
Withdrawal rates 2.00% 2.00%
Weighted average duration of defined 9 9
benefit obligation
Assumptions regarding future mortality rates are based on Indian Assured Lives Mortality (2012-14 Urban) Ultimate as published
by Insurance Regulatory and Development Authority (IRDA).
The actuarial valuation is carried out yearly by an independent actuary. The discount rate used for determining the present value of
obligation under the defined benefit plan is determined by reference to market yields at the end of the reporting period on Indian
Government Bonds. The currency and the term of the government bonds is consistent with the currency and term of the defined
benefit obligation.

Taparia Tools Limited Annual Report 2023-2024 107


Notes to the Financial Statements for the year ended March 31, 2024
(i) Defined benefit plan - Gratuitzy (Contd..)

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: ( ₹ in lakh )
For the year For the year
ended March ended March
31, 2024 31, 2023
Projected Benefits Obligations on Current Assumptions 827.18 875.20
Delta Effect +1% Change in Rate of Discounting (39.76) (41.40)
Delta Effect -1% Change in Rate of Discounting 44.34 46.04
Delta Effect +1% Change in Rate of Salary Increase 39.87 42.53
Delta Effect -1% Change in Rate of Salary Increase (37.84) (39.53)
Delta Effect +1% Change in Rate of Employee Turnover (8.39) (6.41)
Delta Effect -1% Change in Rate of Employee Turnover 9.24 6.97
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated
with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit
liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period
(ii) Defined contribution plan
The Company also has certain defined contribution plan. Contributions are made to provident fund and employee state insurance
scheme for employees at the spcified rate as per regulations. The contributions are made to registered provident fund administered
by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any
constructive obligation. The expense recognised during the year towards defined contribution plan is `166.31 lakh. (31 March 2023:
Rs 134.03 lakh).
33 Corporate Social Responsibility
During the year, the amount required to be spent on corporate social responsibility activities amounted to ‘165.70 Lakh (31 March
2023 Rs. 128.64 Lakh) in accordance with Section 135 of the Companies Act,2013. The following amounts were spent during the
current and previous years:
For the year For the year
ended March ended March
31, 2024 31, 2023
(a) amount required to be spent during the year 165.70 128.64
(b) amount of expenditure incurred, 170.52 129.25
(c) Excess at the end of the year 4.82 0.61
(d) total of previous years shortfall - -
(e) reason for shortfall - -
(f) nature of CSR activities : Education, Rural Development, Medical, Animal Welfare etc. 170.52 129.25
(g) details of related party transactions : Surjudevi Laduram Taparia Charitable Trust - -
(h) Where a provision is made with respect to a liability incurred by entering into a contractual oblivation, the movements in the
provision during the year should be shown separately : Not applicable

34 Related Party Disclosures


The disclosures pertaining to the related parties as required by Ind AS 24 “Related Party Disclosure” are as under:
(a) Key Managerial Personnel
Shri D. P. Taparia Managing Director (w.e.f. 30.05.2023)
Shri Sivaramakrishnan Palaniappan Pillai Whole Time Director-Operations
Shri V.S. Datey Company Secretary
Shri S.R. Bagad Chief Financial Officer

(b) Entities controlled by Key Managerial Personnel Surjudevi Laduram Taparia Charitable Trust

108 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
34 Related Party Disclosures (Contd..)
Nature of Transactions ( ₹ in lakh )
Sr. Name of the Related Party Relationship Nature of For the year For the year
Payment ended March ended March
31, 2024 31, 2023
1 Late Shri H.N.Taparia Managing Director and Chairman Sitting Fees - 0.87
(upto 04.03.2023)
2 Shri D.P.Taparia Managing Director Sitting Fees 1.43 1.53
(w.e.f. 30.05.2023)
3 Shri. Sivaramakrishnan Palaniappan Pillai Whole Time Director-Operations Salary 32.73 26.59
4 Shri. V. S. Datey Company Secretary Salary 5.26 4.36
5 Shri. S.R. Bagad Chief Financial Officer Salary 20.17 15.03
Total 59.59 48.38

Note:
All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s length basis.

35 Financial Instrument - Accounting classifications and fair values measurements


The fair value of the assets and liabilities are included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in forced or liquidation sale. The following methods and assumptions were used to
estimate the fair value:
1 Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilties, short
term loans from banks and other financial instruments approximate their carrying amounts largely due to the short term maturities
of these instruments.
2 Financial instruments with fixed and variable interest rates are evaluted by the company based on parametes such as interest rate
and individual credit worthiness of the counterparty. Based on this evaluation, allowance are taken to the account for the expected
losses of these receivables.
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 : other techniques for which all inuts which have a significant effect on the recorded fair value are observable, either directly
or indirectly.
Level 3 : techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The Following table shows thw company amounts and fair values of financial assets and financial liabilities, incuding their levels of in
the fair value hierachy :
As at 31 March 2024 ( ₹ in lakh )
Carrying amount Fair value
Financial Financial Financial Total Level 1 Level 2 Level 3
assets - assets - liabilities carrying
FVTPL amortised -amortised amount
cost cost
Financial assets measured at fair value
Investment in Mutual Funds 14,420.87 - - 14,420.87 14,420.87 - -
14,420.87 - - 14,420.87 14,420.87 - -
Financial assets measured at fair value
Trade receivables - 7,825.61 - 7,825.61 - - -
Cash and cash equivalents - 1,083.13 - 1,083.13 - - -
Other bank balances - - - - - - -
Loans - 9.76 - 9.76 - - -
Other financial assets - 210.01 - 210.01 - - -
- 9,128.51 - 9,128.51 - - -
Financial liabilities not measured at fair value
Lease Liabilities - - 32.83 32.83 - - -
Trade payables - - 6,261.02 6,261.02 - - -
Other financial liabilities - - 299.53 299.53 - - -
- - 6,593.38 6,593.38 - - -

Taparia Tools Limited Annual Report 2023-2024 109


Notes to the Financial Statements for the year ended March 31, 2024
35 Financial Instrument - Accounting classifications and fair values measurements (Contd..)

As at 31 March 2023 ( ₹ in lakh )


Carrying amt. Fair value
Financial Financial Financial Total Level 1 Level 2 Level 3
assets - assets - liabilities carrying
FVTPL amortised -amortised amount
cost cost
Financial assets measured at fair value
Investment in Mutual Funds 8,311.87 - - 8,311.87 8,311.87 - -
8,311.87 - - 8,311.87 8,311.87 - -
Financial assets measured at fair value
Trade receivables - 6,597.13 - 6,597.13 - - -
Cash and cash equivalents - 659.05 - 659.05 - - -
Other bank balances - - - - - - -
Other financial assets - 171.37 - 171.37 - - -
- 7,427.55 7,427.55 - - -
Financial liabilities not measured at fair value
Lease Liabilities - - 32.82 32.82 - - -
Trade payables - - 4,984.94 4,984.94 - - -
Other financial liabilities - - 519.27 519.27 - - -
- - 5,537.03 5,537.03 - - -

The Company has not disclosed the fair values for financial instruments such as trade receivables, cash and cash equivalents, other bank
balances, loans, borrowings, trade payable, other financial assets and financial liabilities, because their carrying amounts are a reasonable
approximation of fair value.
Financial risk management objectives and policies
The Company has exposure to the following risks arising from financial instruments :
- Credit risk
- Liquidity risk
- Market risk
- Interest risk
Risk management framework
The Company’s management has overall responsibility for the establishment and oversight of the Company’s risk management framework.
The Company conduct yearly risk assessment activities to identify and analyse the risks faced by the Company, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company has a system in place to ensure risk identification and ongoing periodic risk assessment is carried out. The Board of directors
periodically monitors the risk assessment.

i) Credit risk
Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract,leading to a financial
loss. The company is exposed to credit risk from its operating activities (primarily trade receivables and deposits to landlords) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The company generally doesn’t have collateral.

The carrying amounts of financial assets represent the maximum credit risk exposure. The maximum exposure to credit risk at the report-
ing date was:
For the year ended For the year ended
March 31 2024 March 31 2023
Trade receivables 7,825.61 6,597.13
Cash and cash equivalents 1,083.13 659.05
Other financial assets 210.01 171.37

110 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
35 Financial Instrument - Accounting classifications and fair values measurements (Contd..) ( ₹ in lakh )
Trade receivables
Customer credit risk is managed as per Company’s established policy, procedures and control relating to customer credit risk management.
Credit risk has always been managed by the Company through credit approvals, estabilishing credit limits and continuously monitoring the
credit worthiness of customers to which the Company grants credit terms in the normal course of business.
An impairment analysis is performed for all major customers at each reporting date on an individual basis. In addition, a large number of
minor receivables are grouped into homogenous group and assessed for impairment collectively. The calculation is based on historical
data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note
8. The company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several
industries and operate in largely independent markets.
Bank balances and deposits with banks
Credit risk from balances with banks is managed by the company’s finance department as per Company’s policy. Investment of surplus
funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits
are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of
the Company’s Board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty’s potential failure to make payments.
Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical
payment behaviour and extensive analysis of customer credit risk. During the current year the Company has provided for impairement
loss of Rs 30.99 related to trade receivables.
ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undis-
counted, and include estimated interest payments and exclude the impact of netting agreements.
As at March 31, 2024 ( ₹ in lakh )
Contractual cash flows
Carrying Total Not Due Less than 1 1-2 year 2-3 year More than More than
Amount year 3 year 5 years
Trade payables 6,261.02 6,261.02 165.32 6,052.22 40.72 2.76 - -
Other financial 299.53 299.53 - 299.53 - - - -
liabilities
6,560.55 6,560.55 165.32 6,351.75 40.72 2.76 - -
As at March 31, 2023
Contractual cash flows
Carrying Total Not Due Less than 1 1-2 year 2-3 year More than More than
Amount year 3 year 5 years
Trade payables 4,984.94 4,984.94 2,539.42 2,425.38 10.24 9.90 - -
Other financial 519.27 519.27 - 519.27 - - - -
liabilities
5,504.21 5,504.21 2,539.42 2,944.65 10.24 9.90 - -
iii) Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows arising out of change in the price of a financial
instrument. These include change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and
other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments and deposits, foreign currency receivables, payables and loans and borrowing.
The company manages market risk through a risk management committee engaged in, inter alia, evaluation and identification of risk
factors with the object of governing/mitigation them accordingly to company’s objectives and declared policies in specific context of
impact thereof on various segments of financial instruments.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which purchases are
denominated and the functional currency of Company. The functional currency of the Company is Indian Rupees. However the
Company is not exposed to foreign currency fluctuation between the foreign currency and Indian Rupees.

Taparia Tools Limited Annual Report 2023-2024 111


Notes to the Financial Statements for the Year Ended March 31, 2024
35 Financial Instrument - Accounting classifications and fair values measurements (Contd..)

iv) Interest risk ( ₹ in lakh )


At the reporting date the interest rate profile of the Company’s interest-bearing financial instruments was as follows
For the year For the year
ended March ended March
31 2024 31 2023
Fixed rate instruments
Financial assets
Deposit with banks 6.09 6.09
Total 6.09 6.09
Variable-rate instruments
Financial liabilities - -
Borrowings - -
Total - -
There are no Fixed deposits but only Security deposits. Hence there is no interest rate risk.

36 Other Regulatory compliances


Sr. Ratio Numerator Denominator FY 2023- FY 2022- Variance Remarks for variance
24 (%) 23 (%) more than 25%
1 Current Ratio ( in times) Current Assets Current Liabilities 4.27 4.27 - not applicable

2 Return on Equity Ratio (%) Net Profit after Tax Equity 31.51 26.75 17.79 not applicable

3 Inventory Turnover Ratio (in Cost of Good Sold Average inventory 4.48 3.30 35.76 not applicable
times)
4 Trade Receivables Turnover Sales Average Accounts 11.46 11.75 (2.47) not applicable
Ratio ( in times) Receivables
5 Trade Payables Turnover Ratio Purchase /Service Average Accounts 9.06 11.98 (24.37) not applicable
(in times) utilsed Payables
6 Net Capital turnover Ratios (in Net Sales working-Capital 2.85 3.17 (10.09) not applicable
times)
7 Net Profit Ratio ( %) Net Profit after Tax Net Sales 8.44 9.46 (10.78) not applicable

8 Return on Capital em- Earning before Capital Employed 32.70 35.77 (8.58) not applicable
ployed(%) interest & Tax
9 Return on investments (%) Income Generated Average 4.01 3.25 23.38 not applicable
from investments Investments

112 Taparia Tools Limited Annual Report 2023-2024


Notes to the Financial Statements for the year ended March 31, 2024
37 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amendment in Schedule III
i) Crypto Currency or Virtual Currency
ii) Benami property held under Prohibition of Benami Transactions Act, 1988 and rules made there under
iii) Registration of Charges or satisfaction with Registrar of Companies
iv) Related to borrowed funds:
a) Wilful defaulter
b) Utilisation of borrowed fund & share premium
c) Borrowings obtained on the basis of security of current assets
d) discrepancies in utilsation of borrowings
e) Current maturiy of long term borrowings

38 Previous period figures have been regrouped / re-classified to confirm to requirements of the amended Schedule III to the
Companies Act, 2013 effective 1st April 2023

As per our report of even date attached


For and on behalf of Board of Directors

For Harshil Shah & Co V.S. Datey D. P. Taparia


Chartered Accountants Company Secretary Managing Director
(Firm Reg.No.141179W) (DIN : 00126892)

Harshil Shah S. R. Bagad Sivaramakrishnan Palaniappan Pillai


Partner Chief Financial Officer Whole-Time Director-Operations
Membership No. 124146 (DIN : 06436717)

Mumbai, May 21, 2024

Taparia Tools Limited Annual Report 2023-2024 113


114 Taparia Tools Limited Annual Report 2023-2024

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