Annual Report 2023-24
Annual Report 2023-24
Annual Report 2023-24
Company Information 02
Board’s Report 19
Balance Sheet 76
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.
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.”
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.”
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.”
“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.”
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”.
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.
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.
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.
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,
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.
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).
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
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
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.
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.
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
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.
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. :
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.
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.
Sagar R. Khandelwal
Company Secretary ACS: 25781 | COP: 13778
UDIN: A025781F000398857
Peer Review Certificate No.: 3501/2023
Place: Pune
Date: 20th May 2024
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
D. P. Taparia
Managing Director
(DIN: 00126892)
Mumbai, 21st May 2024
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.
Board Composition
1. Executive Directors
2. Independent Directors
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.
* 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.
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.
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
**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.
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 :
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.
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:
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:
Details of Special Resolutions passed in the above referred Meetings are given below:
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.
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
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 :
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.
D. P. Taparia
Managing Director
(DIN: 00126892)
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.
D. P. Taparia
Managing Director
(DIN: 00126892)
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
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.
HARSHIL SHAH
Partner
Membership No: 124146
ICAI UDIN: 24124146BKEXMW212
Place: Mumbai
Date: May 21, 2024
(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.
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
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
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 - -
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
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
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%
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
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
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
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
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
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.
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
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
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
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
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
(b) Entities controlled by Key Managerial Personnel Surjudevi Laduram Taparia Charitable Trust
Note:
All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s length basis.
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
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
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