Thejo Engineering Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

DIRECTOR REPORT

The Board of Directors is pleased to present the Thirty-Seventh Annual Report of the Company (hereinafter
referred to as “ThejoVThejo Engineering’Tthe Company’Tyour Company”) and its audited financial
statements (standalone and consolidated) for the Financial Year ended 31^st March, 2023. The summarised
financial results for the year ended 31^st March, 2023 are given below:

FINACIAL

	Standalone		Consolidated
	Year Ended 31st March, 2023	Year Ended 31st March, 2022	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Revenue from Operations	33,269.82	27,753.92	47,445.59	42,446.34
Other income	205.84	145.08	313.43	124.07
Total Income	33,475.66	27,899.00	47,759.02	42,570.41
Expenses
Operating Expenditure	28,591.98	23,073.48	41,501.77	35,574.49
Depreciation and amortisation expense	803.24	680.58	1,219.02	1,053.05
Total Expenses	29,395.22	23,754.06	42,720.79	36,627.54
Profit before finance costs, exceptional item and tax	4,080.44	4,144.94	5,038.23	5,942.87
Finance Costs	370.17	237.76	460.84	314.99
Profit before Exceptional item and tax	3,710.27	3,907.18	4,577.39	5,627.88
Exceptional item	-	-	-	-
Profit before tax	3,710.27	3,907.18	4,577.39	5,627.88
Tax expense	952.10	982.47	1,097.17	1,376.75
Profit for the year	2,758.17	2,924.71	3,480.22	4,251.13
Attributable to:
Owners of the Company	2,758.17	2,924.71	3,241.75	3,763.03
Non-controlling interests	-	-	238.47	488.10
Opening balance of retained earnings	12,111.96	9,399.86	12,791.50	9,317.36
Profit for the year	2,758.17	2,924.71	3,241.75	3,763.03
Dividend	213.56*	212.61	213.56*	212.61
Transfer to Statutory Reserve	-	-	15.56	76.27
Closing balance of retained earnings	14,656.57	12,111.96	15,804.13	12,791.50

REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

During the year under review, the Company continued its focus on value-added products under the
Manufacturing Division and on profitable operations at site level in respect of the Services and Operation
and Maintenance Division. The Company implemented the expansion of manufacturing facilities with focus
on working capital management. The increase in operational costs has resulted in marginal decrease in
profitability despite increase in turnover. The financial performance of the Company at standalone and
consolidated levels are given below.

STANDALONE

Your Company recorded revenue (from operations) of '' 33,269.82 lakhs for the year ended 31^st March,
2023 as against '' 27,753.92 lakhs in the previous year. It achieved an EBITDA of '' 4,883.68 lakhs (previous
year'' 4,825.52 lakhs), resulting in a net profit of '' 2,758.17 lakhs as against '' 2,924.71 lakhs in 2021-22,
registering a growth of 1.21% in terms of EBITDA and a decline of 5.69% in terms of net profit.

CONSOLIDATED

The Consolidated Financial Statements of the Company have been prepared as per Ind-AS 110. The
Company’s consolidated revenue from operations in the year under review aggregated '' 47,445.59 lakhs
(previous year '' 42,446.34 lakhs) on which it made EBITDA of '' 6,257.25 lakhs (previous year '' 6,995.92
lakhs) and net profit (attributable to the Owners of the Company) of '' 3,241.75 lakhs as against '' 3,763.03
lakhs in 2021-22, registering a decline of 10.56% and 13.85% in terms of EBITDA and net profit (attributable
to the Owners of the Company), respectively.

DIVIDEND

The Board of Directors is pleased to recommend payment of dividend of 20% i.e., '' 2/- per equity share of ''
10/- each for the Financial Year ended 31st March, 2023 (previous year: 20%). Based on the equity shares
outstanding as on 31^st March, 2023, the dividend would absorb an amount of '' 214.02 lakhs (previous year
-'' 213.56 lakhs). Dividend Distribution Tax has now been abolished. Pursuant to the Finance Act, 2020,
the dividend income will be taxable in the hands of the Shareholders with effect from 1^st April, 2020 and the
Company is required to deduct tax at source (“TDS”) from dividend payable to the Members at the rates
prescribed in the Income-tax Act, 1961. The dividend payment is subject to the approval of the Members at
the ensuing Annual General Meeting.

EMPLOYEES STOCK OPTION SCHEME

The Members of the Company at their 29^th Annual General Meeting held on 26^th August, 2015 had approved
the Thejo Employees Stock Option Scheme 2015 (“ESOP 2015”), with a view to attract and retain the best
talent and promote increased participation by the employees in the growth of the Company.

The Compensation / Nomination and Remuneration Committee of the Board inter alia administers and
monitors the ESOP 2015.

During the year under review, there were no material changes in the ESOP 2015 and the Scheme is in
compliance with the SEBI Regulations on ESOPs.

Information in respect of options granted under the Thejo Employee Stock Option Plan 2015 is given in Note
26.9 forming part of the Financial Statements. As per Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, the details of the ESOPs are uploaded on the Company’s
website https://www.theio-engg.com/sites/ESOPs2Q23.pdf

The total shareholding of the Company changed due to the allotments made under ESOP 2015. The details
of movement in shareholding are as follows:

Date	Details	No of equity	No. of equity shares
		shares Allotted	(Cumulative)
1st April, 2022	Opening Balance		1,06,57,126
25th April, 2022	Allotment under ESOP	3,300	1,06,60,426
8th June, 2022	Allotment under ESOP	8,650	1,06,69,076
11th July, 2022	Allotment under ESOP	7,300	1,06,76,376
04th August, 2022	Allotment under ESOP	1,800	1,06,78,176
14th September, 2022	Allotment under ESOP	4,800	1,06,82,976
18th October, 2022	Allotment under ESOP	4,332	1,06,87,308
22nd November, 2022	Allotment under ESOP	5,000	1,06,92,308
06th January, 2023	Allotment under ESOP	4,300	1,06,96,608
06th March, 2023	Allotment under ESOP	4,350	1,07,00,958

A Certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is
attached to the Board’s Report.

CREDIT RATING

During the Financial Year 2022-23, CRISIL has upgraded the long-term credit rating on the bank facilities
from CRISIL A-/Stable to CRISIL A/Stable and short-term credit ratings on the bank facilities from CRISIL
A2 to CRISIL A1.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS
GLOBAL ENVIRONMENT

The global environment is facing dynamic headwinds amid financial sector turmoil and high inflation in the
US, ongoing effects of Russia’s invasion of Ukraine and three years of COVID. The baseline forecast is
for growth to fall from 3.4% in 2022 to 2.8% in 2023, before settling at 3.0% in 2024. Advanced economies
are expected to see an especially pronounced growth slowdown, from 2.7% in 2022 to 1.3% in 2023. In a
plausible alternative scenario with further financial sector stress, global growth declines to about 2.5% in
2023 with advanced economy growth falling below 1%. (Source: World Economic Outlook, IMF, April 2023).

India

The output growth of country’s eight core industries hit a five-month low of 3.6% in March 2023 lower than
4.3% achieved in the same month last year. Output growth for the entire 2022-23 came in at 7.6%, lower
than the 10.4% achieved in the previous fiscal. According to the World GDP Ranking 2023 list, India is
the fifth largest economy in the world. The Indian steel industry outlook for 2023 looks promising with the
country gearing to become a US $5 trillion economy by 2030 (or sooner). And as per market predictions and
reports, the steel industry in India will play a pivotal role in steering India towards its goal (Source: EY-CII
report). According to predictions by the World Steel Association, the steel demand is estimated to grow by
6.7% in 2023 as against 8.2% in 2022.

Australia

While many major economies are at risk of recession in 2023, the IMF has forecast that the Australian
economy will continue to grow. Australia continued to outperform other advanced economies during 2022,
with a growth rate of 3.7%. The IMF forecasts that Australia’s economy will grow by 1.6% in 2023, compared
to an average of 1.3% for advanced economies. With talented workforce, renewable energy resources, and
open trade and investment, Australia is well placed to lead and innovate in the Asia-Pacific region. (Austrade
Benchmark Report). We expect Thejo Australia Pty Ltd to benefit from the same.

Saudi Arabia

Saudi Arabia''s economic growth is expected to decelerate to 2.2% in 2023 with the oil sector expected
to contract by about 2% on the back of Saudi Arabia abiding by OPEC agreed production cuts. In this
background, the overall growth would be driven by non-oil sector, which is projected to grow by 4.3%,
(Source: World Bank). The growth is likely to be driven by a sturdy fiscal policy geared towards increasing
investment spending and the expected reforms by the Saudi government would provide robust opportunities
in the coming years. Thejo Hatcon Industrial Services Company is expected to capitalise on the business
opportunity and enhance growth.

Brazil

In 2023, real GDP growth is expected to slow to 0.9% due to monetary tightening, continued high inflation,
and subdued global demand. Together, these factors are likely to depress private consumption, exports,
and investment. Brazil’s project portfolio spans across all key sectors of the country’s economy and has
had significant positive impacts on people’s lives—including, in particular, the most vulnerable. The mining/
mineral industries of Brazil are expected to be back in the growth path during 2023 after witnessing a negative
growth in 2022. Despite the fall in mining during 2022, on the back of low base and steady establishment of
our products with key clients, our subsidiary in Brazil, Thejo Brasil Comercio E Servicos Ltda, could maintain
its profitable position.

Chile

The Chile economy grew by about 2.4% in 2022 after registering an impressive 11.67% growth in 2021. The
economy is expected to register a marginal growth in 2023 and 2024 with the medium-term prospects getting
shaped by ability to generate more inclusive and productivity-driven growth with sound macroeconomic
fundamentals. On the back of the steady establishment of our products and our brand in the market, the
operations of our subsidiary in Chile, Thejo Engineering LatinoAmerica SpA, recorded satisfactory growth
with good profits during the year.

With internationalisation of operations and expansion of existing business, our Subsidiaries are expected
to grow in the long term.

INDUSTRY STRUCTURE AND DEVELOPMENT

Global steel experts led by World Steel Association have predicted that India is going to be the epicentre of
the global steel growth. India’s finished steel production has increased by over 6% whereas globally steel
production declined by 4.2% in the year 2022. With indigenisation, rapid growth in export by defence sector
and policy support from government, the steel sector is expected to invest in capex in the medium term.

The Company continued to focus on value-added products along with high volume products. The Company
is also focussed on increasing services business with robust working capital management. The Company
continues to develop its overseas markets and pay attention to exports as domestic growth is expected to
be average in the long run.

COMPANY PROFILE AND KEY DEVELOPMENTS
Profile

Thejo Engineering Limited is a premium engineering solution provider to mining, mineral processing and
bulk material handling industries through manufacturing products and offering onsite maintenance through
technical services. Industries served are mining, mineral processing, steel making, aggregates and sand,
power, chemical and fertiliser, cement, ports, and others. The Products business of the Company centres
around design, development, manufacture and supply of rubber and polyurethane-based engineered
products for belt cleaning, spillage control, flow enhancement, impact and abrasion protection, and screening
applications. Thejo Engineering is one of the few companies in the sub-continent offering manufacturing,
marketing, and servicing activities under one roof.

Thejo Engineering has global presence with subsidiaries in Australia, Saudi Arabia, Brazil and Chile. The
Company caters to India, Australasia, Middle East, South America, North America, Sub-Sahara and West
Africa markets. The Company has four facilities and an in-house R&D Centre in Chennai. The Company
has distributor networks in the UAE and Africa.

Expansion of manufacturing facilities

As part of the expansion activities, your Company has set up a 3,10,000 sq. ft expanded manufacturing facility
in Ponneri, Chennai. This facility caters to the production of rubber screens, mill liners, diaphragms, shell
lifter bars, pinch valves, splicing kits, rubber sheets, etc. This state-of-art expanded manufacturing facility
was inaugurated on 24^th March, 2023 under the august presence of Mr. R. Dinesh, President Designate,
CII, National Council, Mr. Gulshan Malik, DMD, SBI, Mumbai, Mr. David Eggleston, Deputy Consul General
of the Australian Consulate and Prof Anand Narasimhan, Professor of Global Leadership and Dean of
Research, IMD Switzerland.

The objective is to expand the existing facility as a state-of-the-art manufacturing facility with capacity increase
of the moulded products by 50% to 3,600 MT per annum. The enhanced manufacturing capacity will meet the
current market demand as well as manufacture new related products required by the industry. This will help
both international and Indian clients, though the primary focus would be to cater to the international market.

RESEARCH AND DEVELOPMENT

The R&D Centre of the Company is focussing on developing new and innovative products as well as
bringing about continuous improvement of existing products to meet the needs of the customers and to tap
new markets. The sustained efforts of the Research and Development Team have helped the Company
to develop diverse product ranges capable of withstanding some of the hardest working conditions in core
sector industries.

The R&D Centre of the Company was recognized as one of the Top 25 Innovative Companies under CII’s
Industrial Innovation Awards for two consecutive years in 2019 and 2020. The Company was also declared
as the winner under the Manufacturing Medium Enterprise Category in the CII Industrial Innovations Awards
for the year 2020.

During the year under review, the Company had applied for patents in respect of several products/inventions.
As at the end of the financial year, the Company had applied for 32 product patents and three design patents,
of which 19 product patents have been awarded and the balance are in process.

SAFETY

As part of its policy of giving utmost importance to safety, the Safety Department of your Company is
continuously evaluating every process at its manufacturing as well as work sites and taking necessary steps
for the safety of personnel as well as of properties. The Company conducts safety review on regular basis
and takes appropriate steps based on the findings.

The Company has its Excellence Centre to train the technicians of the Company on safety and various
technical aspects of the job. Safety, quality and speed are key to our services business.

OPPORTUNITIES AND THREATS
Opportunities

The Company has been broadening and deepening customer relationships by continually looking for new
opportunities and newer areas in their businesses to add value, proactively investing in building newer
capabilities, exploring new markets, re-skilling its workforce and launching newer services towards long¬
term sustainability goals.

Majority of the product division output goes to steel sector and mines. The products as well as services
offerings of the Company are primarily intended for the core sector industries. The opportunities for the
industry in which the Company operates go hand in hand with the opportunities for core sector industries.
The government’s thrust towards infrastructure projects is a major contribution due to which steel demand
outlook is likely to rise. Increased infrastructure spending measures are a positive sign towards growth in
Core Industries and provide the Company with the possibility of new business opportunities.

The Company has a balanced portfolio of products and services, which helps to moderate the impact of
cyclicality experienced by its customers. It also helps the Company to tap the business opportunity during
expansion as well as during regular operations. The Company looks at taking services business to the
international markets and expanding the distributorship for its products in overseas geographies as the
key areas of opportunity for the future. With expansion of operations and penetration into the UAE market
through the proposed subsidiary, connectivity to international clients is likely to enhance, resulting in newer
business opportunities and growth in exports over the medium term.

Services sector finds talent supply as a challenging area in terms of technical competency, culture, and
efficiency. Cost cutting through multiskilled manpower and preventive maintenance through training on safety
and skill upgradation could enhance quality service and sustainable, consistent growth and development
in the future. International market has good potential for services sector with skilled manpower, for the
Company to capitalise.

The Company’s bet on Operation and Maintenance (O&M) as the mainstay for the future is yet to materialize
on the ground as O&M continues to be viewed as a commodity with consequent price pressures bordering
on manpower contract. Under these circumstances, the Company intends to focus primarily on such O&M
contracts that would add value to the Company as well as to the customers. The Company continues to
expect good potential in O&M in the long term as and when the market matures.

The Company has been offering bundled products and is taking various measures to establish its products
and services in the overseas markets as well. Mill liners and pipe conveyor maintenance are other areas
where the Company believes there will be enormous growth opportunities.

Threats

The steel prices witnessed a sharp drop and then a reasonable rise during FY23, after witnessing high price
levels during FY22 on the back of high commodity prices. On account of lower demand in China and fears
of recession, the prices of steel are expected to remain volatile. The US banking crisis is expected to have
an overall impact on the supply-demand situations.

Rising inflation trend in the global market can have an adverse impact on the price of raw materials, inventory
and labour. It can make it difficult for the market to gauge the current value of the companies that make up
market indexes. Any adverse movements in economic cycles in the Company’s target markets is mitigated
to some extent due to the Company’s presence in multiple and diverse markets.

The domestic product business is prone to cyclicality in the economy, especially the core sector. The
competition from the unorganized sector is a challenge for the services business of the Company. In
Operation & Maintenance, there is intense competition with manpower-based contracts being bagged by
industry players at lower prices, especially during times of economic downturn.

The Company could be susceptible to strategy, innovation, and business or product portfolio related risks if
there is any significant and unfavourable shift in industry trends, customer preferences, or returns on R&D
investments. Thejo does have the benefit of being very well entrenched with many of its customers, involved
in their critical and strategic initiatives and years of established relationship. Therefore, client concentration
related risks are mitigated to an extent.

Policy changes in respect of core sector industries will have a direct impact on the business of the Company
as it primarily caters to core sector industries in the domestic market.

In the backdrop of the global growth decline and fluctuations in pricing, the prices of most of the raw materials
used by the Company are volatile. The Company is doing its best to address this risk of material prices by
framing appropriate procurement and pricing policies.

FUTURE OUTLOOK

Policymakers the world over are currently facing a predicament. The last two years have seen the global
economy struggling to deal with overlapping crises, the latest being the liquidity troubles after a series of global
bank crises. While the impact appears to have been contained, these uncertainties continue to undermine
the confidence among consumers and businesses to spend, therefore impacting economic growth.

It is believed that investment will play an important role over the next two years. It is investments that will
provide India with necessary momentum to take off on a path of sustained domestic demand-led growth for
the next few years. A strong digitization drive the world over, cost-cutting measures by businesses to deal
with the impending slowdown, and the growing trend of remote working increased demand for exports of
services in technology, where India has a comparative advantage. Interestingly, the share of business and
professional services in total services exports also increased as companies globally now prefer outsourcing
a wide range of professions, such as accounting, audit, R&D, quality assurance, and after-sales service.

The overall economic outlook of India remains positive. Investments are expected to see a turnaround and
propel the economy into sustainable growth. India is expected to grow at a moderate pace of 6.0%-6.5%
in FY 2023-24, even as the global economy continues to struggle. Growth in the next year is likely to pick
up as investments kickstart the virtuous circle of job creation, income, productivity, demand, and exports
supported by favourable demographics in the medium term.

It looks like the world has come out of the shadow of the pandemic and has, in fact, learned to live with it.
However, geopolitical crises, supply chain reorientations, global inflation, and tight monetary policy conditions
will weigh on the outlook. In this backdrop, outlook for the future is positive combined with a high degree of
uncertainty and unpredictability. Though global uncertainties will weigh on growth, the Company and the
Management are prepared to take swift decisions based on emerging situation, keeping the interest of all
stakeholders in mind.

FINANCIAL PERFORMANCE

The financial performance of the Company in the year under review has shown growth in terms of turnover
with a slight dip in the profitability. The turnover from Manufacturing Division has increased. The Services
Division saw a better performance with increase in turnover. With expansion in progress and increase in
operational costs and some indirect costs that had remained low for the past two years on account of the
pandemic, the current year costs have shown a marginal spike and the same is expected to strike a balance
in the coming years. The Company has also stepped up its Information Technology spending focussing on
enhanced digitization and digitalization. Exports registered a marginal increase of about 8% compared to
the previous year. Your Company is expanding its business in the overseas markets through its subsidiaries
and branch, which is expected to improve the export turnover in future.

The production of moulded and extruded products was 2,289 tonnes during 2022-23, registering a growth
of 37% over the previous year (1,665 tonnes). The production of adhesives during the year under review
was 369 tonnes, showing a growth of 8% over the previous year (342 tonnes).

SEGMENT WISE PERFORMANCE

Your Company has 3 segments of revenue - Manufacturing Units, Service Units and Others. Audited
financial results of these segments are furnished in Note 26.3, forming part of the Financial Statements.

RISKS AND CONCERNS

The Company has put in place a Risk Management Policy and Procedures for identification, assessment,
management, monitoring and minimization of risks. It has identified potential risks under various categories
like Business Dynamics, Operations, Liquidity, Market/Industry, Human Resources, Systems and Disaster
Management. The Company is periodically reviewing the risks and their identification, assessment, monitoring
and mitigation procedures. It does not perceive any major technological, operational, financial or environmental
risks in the near future except for the US market fluctuations, prevailing Russian Ukraine conflict and their
impact on the global economy.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has adequate internal control systems combined with delegation of powers and periodical
review of the process. The control system is also supported by internal audits and management reviews of
documented policies and procedures.

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company continues to look at, identify, create and execute initiatives that enhance productivity and
efficiency. To enthuse the employee base and increase the linear relationship between performance and
reward, increments/incentives and ESOP are being provided based on performance.

The Company will invest as hitherto in people through various initiatives which enable the workforce to meet
the production and service expectations and challenges related thereto and to infuse positive enthusiasm
towards the organisation.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

During the Financial Year 2022-23, the Company focussed on bagging KPI based O&M contracts, bagging
product orders for better capacity utilisation at manufacturing facilities, receivable and working capital
management. With the support of employees across divisions and aided by the rebound witnessed during
the financial year, the Company could successfully increase its turnover. However, as the Company is
progressing to the next levels of growth, there is a rise in operational cost, increase in other indirect costs that
had remained low during the past two years on account of Covid-19 and stepped-up spending on Information
Technology resulting in a dip in the profitability. The Company registered a profitability of '' 2,758.17 lakhs
as against '' 2,924.71 lakhs in the previous year with a reasonable growth in sales.

As a result of the above factors, the Return on Net Worth decreased to 16.51% in FY 23 compared to
20.87% in FY22.

During FY23, there was significant change (i.e. change of 25% or more as compared to the previous year)
in the following key financial ratios:

Particulars	Financial Year 2022-23	Financial Year 2021-22
Net Capital Turnover Ratio (Times)	3.68	2.92
Interest Coverage Ratio (Times)	11.02	17.43

Net Capital Turnover Ratio: The turnover of the Company has increased from '' 27,661.40 lakhs in FY22 to
'' 33,222.20 lakhs in FY 23. Due to the focus on working capital management, the working capital employed
has reduced from '' 9,470.66 lakhs in FY22 to '' 9,032.46 lakhs in FY23 despite the increase in turnover.
This has resulted in the Net Capital turnover ratio increasing from 2.92 times in FY22 to 3.68 times in FY23.

Interest Coverage Ratio: Interest Coverage ratio has decreased from 17.43 times to 11.02 times on account
of increase in the finance cost of the Company, on account of higher interest cost during the current year, on
account of term loans taken by the Company for expansion of its manufacturing units and increased interest
on Lease Liabilities combined with marginal dip in the profitability.

There were no significant changes in the other key financial ratios.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis, describing the Company’s views about
the industry, objectives and expectations, etc. may be considered as ‘forward looking statements.’ The
Company has tried to identify such statements by using words such as ‘expect’, ‘anticipate’, ‘hope’, ‘likely’,
‘plan’, ‘projected’, ‘believe’, estimated, etc. While making these statements, the Management has made
certain assumptions which it believes are prudent. There is no guarantee that the assumptions would prove
to be accurate. Actual results may differ substantially or materially from those expressed or implied in the
statements. The Company undertakes no obligation to update any of the statements, whether as a result of
any future events, change in assumptions or for any other reason, whatsoever. These statements are purely
intended to put certain things in perspective based on the assumptions and estimates of the Management
and in no way solicit investment or guarantee any performance or returns. Members and others are requested
to make their own judgment before taking any decision to invest in the shares of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with its size. During the year,
such controls were tested and no reportable material weaknesses were observed.

SUBSIDIARY COMPANIES

As on the date of this Report, the Company has four subsidiaries, namely, Thejo Hatcon Industrial Services
Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Australia Pty Ltd.,
Australia (Thejo Australia) with 74% shareholding, Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo
Brasil) with 99.99% shareholding and Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 99.86%
shareholding.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related
industrial services activities. During the period, 1^st April, 2022 to 31^st March, 2023, Thejo Hatcon achieved a
turnover of SAR 10.13 million ('' 2,135.18 lakhs) on which it made a net profit of SAR 2.21 million (''494.83 lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt
jointing, maintenance and related activities including sale of associated products and spares. During the
period, 1st April, 2022 to 31st March, 2023, Thejo Australia achieved a turnover of AUD 21.57 million
('' 12,042.38 lakhs) with a profit of AUD 0.01 million (-'' 18.68 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is mainly engaged in selling materials used in core
sector industries for bulk material handling, mineral processing and corrosion protection. During the period,
1^st April, 2022 to 31^st March, 2023, Thejo Brasil achieved a turnover of BRL 1.70 million ('' 272.47 lakhs)
with a profit of BRL 0.59 million ('' 94.08 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in selling materials used in core
sector industries for bulk material handling, mineral processing and corrosion protection. During the period,
1^st April, 2022 to 31^st March, 2023, Thejo Chile achieved a turnover of CLP 1,815.37 million ('' 1,815.37
lakhs) with a profit of CLP 270.29 million ('' 330.02 lakhs).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo,
as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 are given in Annexure 1, forming part of the Board’s Report

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee), with
Mr. V.K. Srivastava as Chairman and Mr. Thomas John, Mr. V.A. George, Mr. Sridhar Ganesh and
Mr. Srinivas Acharya as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a
Corporate Social Responsibility Policy (CSR Policy) and a CSR Annual Action Plan indicating the activities
to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate
Governance Report.

During the year 2022-23, the Company was required to incur CSR expenditure of '' 57.70 lakhs being 2% of the
average net profits for the immediately preceding three Financial Years. In compliance with this requirement,
the Company spent '' 58.00 lakhs on eligible projects approved by the Board on the recommendation of
the CSR Committee, thus fully meeting the CSR target for the year under review. Annual Report on CSR
Activities for the Financial Year 2022-23 is given in Annexure 2, forming part of the Board’s Report. Brief
particulars of the CSR projects undertaken is also given as part of Annexure 2.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is uploaded on the
Company’s website at

https://www.theio-engg.com/theio-admin/upload/allstatutorv/DivDisbPolicv.pdf
ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of

the Company is available on the Company’s website at

https://www.theio-engg.com/investors/AnnRet

NUMBER OF MEETINGS OF BOARD

Five meetings of the Board of Directors were held during the year. Particulars of the Meetings held and the
Directors present are given in the Corporate Governance Report, which forms part of the Board’s Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting
standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under
Section 178(3) of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate
Governance Report forming part of the Board’s Report.

AUDITORS’ REPORT

The Auditors’ Report for the year ended 31^st March, 2023 does not contain any qualification. During the year
under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act, 2013.

AUDITORS

M/s.Brahmayya & Co., Chartered Accountants, were re-appointed as Auditors at the 36^th Annual General
Meeting of the Company held on 27^th August, 2022 to hold office up to the conclusion of the 41^st Annual
General Meeting of the Company.

SECRETARIAL AUDIT

The Board appointed Mrs. Sindhuja Porselvam, Practising Company Secretary, to conduct Secretarial Audit
for the Financial Year 2022-23. The Secretarial Audit Report of Mrs. Sindhuja Porselvam for the Financial
Year is attached as Annexure 3 to the Board’s Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

COST RECORDS

For the financial year 2022-23, the Company is required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013. The Company is accordingly making and
maintaining such accounts and records.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, your Company is required to have the audit of its cost
records conducted by a Cost Accountant in practice for the financial year 2023-24. Accordingly, the Board
of Directors, based on the recommendation of the Audit Committee, have approved the appointment of
Ms. Latha Venkatesh, Latha Venkatesh & Associates, Cost Accountant in practice (FRN 101017), as the Cost
Auditors of your Company for the financial year 2023-24. As required under the Act, a resolution seeking
ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing
37^th Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made and guarantees given which are required to be disclosed under
Section 186 (4) of the Companies Act, 2013 are given in Annexure 4, forming part of the Board’s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of
the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 5, forming part of the Board’s Report.

COMMITTEES OF THE BOARD

Currently, the Company has six Committees of the Board of Directors, namely, the Audit Committee,
Compensation/Nomination and Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders’ Relationship Committee, Allotment Committee and Risk Management Committee¹. The terms
of reference of the Committees are provided in the Corporate Governance Report, forming part of the Board’s
Report. The composition of the Committees, as at 31^st March, 2023, is as follows:

Name of the Committee	Composition of the Committee	Status
Audit Committee	Mr. V K Srivastava Mr. A Satyaseelan Mrs. Sujatha Jayarajan Mr. Nilesh S Vikamsey	Independent Director, Chairman Independent Director, Member Independent Director, Member Independent Director, Member
Compensation/Nomination and Remuneration Committee	Mrs. Sujatha Jayarajan Mr. V K Srivastava Mr. Sridhar Ganesh Mr. Nilesh S Vikamsey	Independent Director, Chairperson Independent Director, Member Independent Director, Member Independent Director, Member
Corporate Social Responsibility Committee	Mr. V K Srivastava Mr. Thomas John Mr. V A George Mr. Sridhar Ganesh Mr. Srinivas Acharya	Independent Director, Chairman Non-Executive Director, Member Executive Chairman, Member Independent Director, Member Independent Director, Member

Name of the Committee	Composition of the Committee	Status
Stakeholders’ Relationship Committee	Mr. Srinivas Acharya Mr. V K Srivastava Mr. Thomas John Mrs. Sujatha Jayarajan	Independent Director, Member* Independent Director, Member Non-Executive Director, Member Independent Director, Member
Allotment Committee	Mr. A Satyaseelan Mr. Thomas John Mr. V A George Mr. Manoj Joseph Mr. Rajesh John	Independent Director, Chairman Non-Executive Director, Member Executive Chairman, Member Managing Director, Member Whole-time Director, Member

Notes: 1. Risk Management Committee has been constituted by the Board at its Meeting held on 25^th May,
2023.

2. Mr. Srinivas Acharya has been elected as the Chairman of the Stakeholders’ Relationship Committee
by the Committee at its Meeting held on 25^th May, 2023.

All the recommendations made by the Audit Committee during the year were accepted by the Board of
Directors, without any exception.

VIGIL MECHANISM

The Company has put in place a Whistle Blower Policy and established the requisite Vigil Mechanism for
employees and Directors for reporting concerns about unethical behaviour, actual or suspected fraud or
violation of law to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial
Officer & Secretary, Mr. S Premjit - Senior Vice President- Services and Mr. Thomas K Abraham - Senior
Vice President- HR & Admin. This mechanism also provides for adequate safeguards against victimisation
of reporting employees. The Policy has been disseminated to all the employees through display on Notice
Boards and the Company’s website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Thomas John (DIN 00435035), Director retires by rotation at the ensuing Annual General Meeting and,
being eligible, offers himself for reappointment.

Mr. V.A. George (DIN 01493737), Executive Chairman, retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for reappointment.

A brief resume of Mr. Thomas John and Mr. V.A. George together with related information is given in the
Notice convening the ensuing Annual General Meeting.

The Board recommends their re-appointment as Directors of the Company.

The details of Directors and Key Management Personnel, who were appointed or have resigned during the
Financial Year 2022-23 are as follows:

Mr. Sridhar Ganesh (DIN 01681018) was appointed as an Additional Director designated as Independent
Director of the Company for a period of 5 years with effect from 15^th November, 2021, by the Board at its
meeting held on 14^th November, 2021, based on the recommendation of the Compensation/Nomination
and Remuneration Committee. The appointment of Mr. Sridhar Ganesh as an Independent Director was
approved by the Members at their 36th Annual General Meeting held on 27^th August, 2022.

Mr. M P Vijay Kumar (DIN 05170323), who was serving as an Independent Director on the Board, resigned
from the Board on 2^nd November, 2022 as he was being considered for appointment as a Whole time Director
of M/s Sify Technologies Limited and he wanted to restrict his Independent Directorship to three listed entities,
in line with the spirit of Regulation 17A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. He had joined the Board of the Company as an Independent Director in January, 2012. The Company
benefitted greatly from his expertise, experience and guidance during his tenure as Independent Director.

Dr. C N Ramchand (DIN 05166709), who was serving as an Independent Director on the Board, resigned
from the Board on 8^th March, 2023, due to his personal and professional commitments. He had joined the
Board of the Company as an Independent Director in January, 2012. The Company benefitted greatly from
his expertise, experience and guidance during his tenure as Independent Director.

Both Mr. M P Vijay Kumar and Dr. C N Ramchand have confirmed that there were no other material reasons
other than as mentioned above for their resignation from the Board.

On the recommendation of the Compensation/Nomination and Remuneration Committee, Mr. Nilesh Shivji
Vikamsey (DIN 00031213) was appointed by the Board as an Additional Director under the category of
Independent Director with effect from 8^th March, 2023. The Company has sought the approval of the Members
for the appointment of Mr. Nilesh Shivji Vikamsey as an Independent Director under Sections 149, 150, 152
read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 for a term upto
7^th March, 2028 vide Postal Ballot Notice dated 25^th May, 2023. None of the Company’s Directors has any
family relationships with Mr. Nilesh Shivji Vikamsey. In the opinion of the Board, Mr. Nilesh Shivji Vikamsey
possesses the required integrity, expertise and experience (including proficiency) for being appointed as
an Independent Director.

On the recommendation of the Compensation/Nomination and Remuneration Committee, Mr. Srinivas
Acharya (DIN 00017412) was appointed by the Board as an Additional Director under the category of
Independent Director with effect from 8^th March, 2023. The Company has sought the approval of the Members
for the appointment of Mr. Srinivas Acharya as an Independent Director under Sections 149, 150, 152 read
with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto
7^th March, 2028 vide Postal Ballot Notice dated 25^th May, 2023. None of the Company’s Directors has any
family relationships with Mr. Srinivas Acharya. In the opinion of the Board, Mr. Srinivas Acharya possesses
the required integrity, expertise and experience (including proficiency) for being appointed as an Independent
Director.

In the opinion of the Board, the Independent Directors appointed during the year, possess requisite expertise,
experience, proficiency and integrity.

A brief resume of Mr. Nilesh Shivji Vikamsey and Mr. Srinivas Acharya together with related information is
given in the Postal Ballot Notice dated 25^th May, 2023, which is available in the website of the Company at
https://www.theio-engg.com/theio-admin/upload/notices/Theio PB Notice 2023 Final.pdf

The Company has received declarations from all the Independent Directors of the Company, confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its
Committees and individual Directors. Section 178(2) of the Companies Act, 2013 requires the Compensation/
Nomination and Remuneration Committee to specify the manner for effective evaluation of the performance
of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination
and Remuneration Committee or by an independent external agency and review its implementation
and compliance. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the
Independent Directors is to be done by the entire Board of Directors, excluding the Director being evaluated.

Accordingly, the Board of Directors carried out the annual performance evaluation of the Board, its
Committees, Individual Directors and Chairperson during the year under review pursuant to the provisions
of the Companies Act, 2013 and SEBI Listing Regulations. As approved by the Compensation/ Nomination
and Remuneration Committee, the evaluation of the performance of the Board, its committees and individual
directors, for the current year was done through web by filling the questionnaire uploaded in the web module.

The performance of the Non-Independent Directors and of the Board as a whole was evaluated by the
Independent Directors at a separate meeting held by them. The evaluation of all the Directors made was
on the basis of the criteria and framework adopted by the Compensation/Nomination and Remuneration
Committee based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are attached as Annexure 6 to the Board’s Report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of
the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part
of this report. However, in terms of proviso to Section 136(1) of the Act and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report, excluding the
aforesaid information is being sent to the Members of the Company. The said information is available for
inspection at the Registered Office of the Company during working hours and any Member who is interested
in obtaining these particulars may write to the Company Secretary of the Company. During the Financial
Year, no employee (excluding Managing/Executive Directors) received remuneration in excess of the
limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

Your Company is committed to the well-being of the Environment, Society and upholding high standards of
Governance. The Company has voluntarily complied with the requirements of Corporate Governance to a
large extent. A report on Corporate Governance is attached as Annexure 7 to the Board’s Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Report (“BRSR”) for the Financial Year is attached as Annexure
8 to the Board’s Report. The BRSR indicates the Company’s performance in respect of the principles of the
‘National Guidelines on Responsible Business Conduct’.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under
review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the
Company from any of its subsidiaries.

4. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

5. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

6. Difference between amount of valuation done at the time of one-time settlement and valuation done
while taking loan from the Banks or Financial Institutions.

Your Directors further state that the Company has constituted an Internal Complaints Committee and during
the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers for their continued support. The Directors also wish to
thank the Company’s customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company
at all levels.

For and on behalf of the Board

V.A. GEORGE THOMAS JOHN MANOJ JOSEPH

Chennai Executive Chairman Vice Chairman Managing Director

25^th May, 2023 DIN 01493737 DIN 00435035 DIN 0434579

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Mar 31, 2018

The Board of Directors are pleased to present the Thirty-second Annual Report of the Company and its audited financial statements (standalone and consolidated) for the Financial Year ended 31^st March, 2018. The summarized financial results for the year ended 31^st March, 2018 are given below:

Rs. in lakhs

	Standalone		Consolidated
	Year Ended 31st March, 2018	Year Ended 31st March, 2017	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Profit before Exceptional Items, Interest, Depreciation and Tax	2,176.62	1,777.04	2,807.92	2,037.73
Less: Exceptional Item	-	-	-	-
Profit before Interest, Depreciation and Tax	2,176.62	1,777.04	2,807.92	2,037.73
Less: Interest	538.03	562.30	559.42	574.56
Profit before Depreciation and Tax	1,638.59	1,214.74	2,248.50	1,463.17
Less: Depreciation	375.29	391.99	541.77	534.82
Net Profit before Taxes	1,263.30	822.75	1,706.73	928.35
Less: Taxation (Including Deferred Tax)	392.54	261.86	396.64	310.69
Net Profit After Tax before Transfer to Minority Interest	870.76	560.89	1,310.09	617.66
Less: Transfer to Minority Interest	-	-	204.69	41.80
Net Profit After Tax and Transfer to Minority Interest	870.76	560.89	1,105.40	575.86
Add: Brought forward from previous year	4,561.99	4,001.10	2,766.72	2,157.09
Balance Available for Appropriations	5,432.75	4,561.99	3,872.12	2,732.95
Appropriations:
Transfer to General Reserve	-	-	-	-
Dividend	120.18	-	120.18	-
Dividend Distribution Tax	24.46	-	24.46	-
Transfer to Statutory Reserve/FCTR	-	-	21.21	33.77
Balance Carried over to Balance Sheet	5,288.11	4,561.99	3,706.27	2,766.72

Note: Dividend and Dividend Distribution tax represent dividend declared at the 31^st AGM held on 16^th August, 2017. No appropriation for dividend and dividend distribution tax has been made in the Accounts for the dividend recommended for the Financial Year 2017-18, pending approval by the Members at the ensuing Annual General Meeting in line with Accounting Standard (AS) 4.

REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS

Your Company has continued to focus on profitability of operations by enhancing the growth and profitability in subsidiaries and streamlining manufacturing operations and services which have all contributed to signifi cant increase in the prof tability.

STANDALONE

Your Company recorded a revenue from operations of Rs. 17,425.30 lakhs for the year ended 31^st March, 2018 as against Rs. 14,990.03 lakhs in the previous year. It achieved an EBITDA of Rs. 2,176.62 lakhs (previous year Rs. 1,777.04 lakhs), resulting in a net profit of Rs. 870.76 lakhs as against Rs. 560.89 lakhs in 2016-17, registering a growth of 22% and 55% in terms of EBITDA and net profit respectively.

CONSOLIDATED

The Company’s consolidated revenue from operations in the year under review aggregated Rs. 22,094.30 lakhs (previous year Rs. 18,102.82 lakhs) on which it made EBITDA of Rs. 2,807.92 lakhs (previous year Rs. 2,037.73 lakhs) and net profit (after transfer to Minority Interest) of Rs. 1,105.40 lakhs as against Rs. 575.86 lakhs in 2016-17 as Thejo Hatcon Industrial Services Company (Thejo Hatcon) and Thejo Australia Pty Ltd (Thejo Australia) continued to grow in terms of turnover and proftability. Thus, the EBITDA and net profit have shown a growth rate of 38% and 92% respectively. Thejo Hatcon has reported a profi t of Rs. 247.48 lakhs and Thejo Australia Rs. 320.85 lakhs during the year as against a prof t of Rs. 82.03 lakhs and Rs. 165 lakhs respectively in the previous year.

DIVIDEND

The Board of Directors are pleased to recommend payment of dividend of 40% i.e. Rs. 4/- per equity share of Rs. 10/- each for the Financial Year ended 31^st March, 2018 (previous year - 35%). The dividend amount of Rs. 137.34 lakhs (previous year - Rs. 120.18 lakhs) together with dividend distribution tax of Rs. 27.95 lakhs (previous years - Rs. 24.46 lakhs) will absorb a sum of Rs. 165.29 lakhs (previous year - Rs. 144.64 lakhs). The dividend payment is subject to approval of the Members at the ensuing Annual General Meeting.

EMPLOYEES STOCK OPTION SCHEME

The Compensation / Nomination and Remuneration Committee of the Board inter alia administers and monitors the Employees’ Stock Option Scheme of the Company which is in accordance with the applicable SEBI Regulations.

During the year under review, there were no material changes in the Employee Stock Option Scheme, 2015 of the Company and the Scheme is in compliance with the SEBI Regulations on ESOPs. Information in respect of options granted under Thejo Employee Stock Option Plan 2015 is given in Note 25.10 forming part of the Financial Statements. As per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated 16^th June, 2015, the details of the ESOPs are uploaded on the Company’s website http://www.thejo-engg.com/invest/ESOPs2017.pdf

A Certif i cate from the Auditors of the Company as required under Regulation 13 of SBEB Regulations is attached to the Board’s Report.

CREDIT RATING

CRISIL has retained the Fundamental Grade of 5/5 and has assigned the Current Market Price Grade of 3/5 for the equity shares of the Company under its SME IER (Independent Equity Research) vide its latest report dated 2^nd January, 2018. The historical details of Grades assigned to the Company by CRISIL under SME IER are given in the table below:

Date	Nature of Report	Fundamental Grade	Current Market Price Grade (on the date of report)
02nd January, 2018	H1FY18 Result Update	5/5	3/5
14th September, 2017	H2FY17 Result Update	5/5	2/5
11th January, 2017	H1FY17 Result Update	5/5	5/5
27th September, 2016	Detailed Report	5/5	4/5
5th January, 2016	H1FY16 Result Update	5/5	3/5
13th July, 2015	H2FY15 Result Update	5/5	3/5
08th December, 2014	Detailed Report	5/5	4/5
27th June, 2014	H2FY14 Result Update	5/5	3/5
09th May, 2014	Detailed Report	5/5	3/5

Fundamentals Grading: 5/5 - Excellent Fundamentals Valuation Grading: 3/5 - CMP is aligned

SUBSIDIARY COMPANIES

As on the date of this Report, the Company has four subsidiaries, namely, Thejo Hatcon Industrial Services Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Australia Pty Ltd., Australia (Thejo Australia) with 74% shareholding, Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo Brasil) with 99.99% shareholding and Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 99.73% shareholding.

The Financial Statements contain the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2018. These Statements have been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period 01^st April, 2017 to 31^st March, 2018, Thejo Hatcon achieved a turnover of SAR 8 million (Rs. 1,385.46 lakhs) on which it made a net a prof t of SAR 1.42 million (Rs. 247.48 lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt jointing, maintenance and related activities. During the period 01^st April, 2017 to 31^st March, 2018, Thejo Australia achieved a turnover of AUD 6.86 million (Rs. 3,414.45 lakhs) with a profit of AUD 0.64 million (Rs. 320.85 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is primarily engaged in selling of materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period 01^st April, 2017 to 31^st March, 2018, Thejo Brasil achieved a turnover of BRL 0.53 million (Rs. 107.92 lakhs) with profit of BRL 0.03 million (Rs. 6.13 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in selling of materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period 01^st April, 2017 to 31^st March, 2018, Thejo Chile achieved a turnover of USD 0.73 million (Rs. 473.46 lakhs) and had incurred a loss of USD 0.14 million (Rs. 87.48 lakhs).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure 1, forming part of the Board’s Report

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee), comprising Mr. K.J. Joseph, Mr. Thomas John, Mr. V.A. George and Mr. V.K. Srivastava as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the year 2017-18, the Company was required to incur CSR expenditure of Rs. 16.27 lakhs being 2% of the average net prof ts for the immediately preceding three Financial Years. In compliance with this requirement, the Company spent Rs. 16.50 lakhs on eligible projects approved by the Board on the recommendation of the CSR Committee, thus fully meeting the CSR target for the year under review. A brief outline of the Company’s CSR Policy and projects undertaken is given in Annexure 2, forming part of the Board’s Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure 3, forming part of the Board’s Report and the extracts are uploaded on the Company’s website.

NUMBER OF MEETINGS OF BOARD

Four meetings of the Board of Directors were held during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal fnancial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate Governance Report forming part of the Board’s Report.

AUDITORS’ REPORT

The Auditors’ Report for the year ended 31^st March, 2018 does not contain any qualif cation.

AUDITORS

M/s.Brahmayya & Co, Chartered Accountants, were appointed as Auditors at the 31^st Annual General Meeting of the Company held on 16^th August, 2017 to hold office up to the conclusion of the 36^th Annual General Meeting of the Company.

SECRETARIAL AUDIT

The Board appointed Mr. G. Porselvam, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report of Mr. G. Porselvam for the Financial Year is attached as Annexure 4 to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans given, Investments made and Guarantees given which are required to be disclosed under Section 186 (4) of the Companies Act, 2013 are given in Annexure 5, forming part of the Board’s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 6, forming part of the Board’s Report.

COMMITTEES OF THE BOARD

Currently, the Company has four Committees of the Board of Directors, namely, the Audit Committee, Compensation / Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Shareholders’ and Investors’ Grievance Committee. The terms of reference of the Committees are provided in the Corporate Governance Report, forming part of the Boards’ Report. The composition of the Committees is as follows:

Name of the Committee	Composition of the Committee	Status
Audit Committee	Mr. M. P. Vijay Kumar Mr. N. Ganga Ram Mr. A. Satyaseelan Mrs. Sujatha Jayarajan	Independent Director, Chairman Independent Director, Member Independent Director, Member Independent Director, Member
Compensation / Nomination and Remuneration Committee	Mr. N. Ganga Ram Mr. V. K. Srivastava Mr. M. P. Vijay Kumar Mrs. Sujatha Jayarajan	Independent Director, Chairman Independent Director, Member Independent Director, Member Independent Director, Member
Corporate Social Responsibility Committee	Mr. V. K. Srivastava Mr. K. J. Joseph Mr. Thomas John Mr. V. A. George	Independent Director, Chairman Non-executive Director, Member Non-executive Director, Member Managing Director, Member
Shareholders’ and Investors’ Grievance Committee	Dr. C. N. Ramchand Mr. V. K. Srivastava Mr. K. J. Joseph Mr. Thomas John	Independent Director, Chairman Independent Director, Member Non-executive Director, Member Non-executive Director, Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors, without any exception.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy and established the requisite Vigil Mechanism for employees and Directors for reporting concerns about unethical behaviour, actual or suspected fraud or violation of law to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial Off cer & Secretary, Mr. S. Premjith - Vice President, Services and Mr. Thomas K Abraham - Vice President, HR & Admin. This mechanism also provides for adequate safeguards against victimisation of reporting employees. The Policy has been disseminated to all the employees through display on Notice Board and the Company’s website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Thomas John (DIN 00435035), Vice Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Rajesh John (DIN 05161087), Whole-time Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. V.A. George (DIN 01493737) was appointed as Managing Director up to 14^th July, 2018 at the 27^th Annual General Meeting held on 30^th August, 2013. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have re-appointed Mr. V.A. George as Managing Director of the Company for a period of 3 (three) years with effect from 15^th July, 2018, subject to the approval of the Members.

Mr. N. Ganga Ram (DIN 00001246), Non-Executive Independent Director was appointed as an Independent Director under Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term up to 31^st March, 2019 (“first term”), at the 28^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have recommended re-appointment of Mr. N. Ganga Ram as an Independent Director of the Company for a second term of 5 (five) consecutive years.

Mr. V.K. Srivastava (DIN 00611678), Non-Executive Independent Director was appointed as an Independent Director under Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term up to 31^st March, 2019 (“first term”), at the 28^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have recommended re-appointment of Mr. V.K. Srivastava as an Independent Director of the Company for a second term of 5 (five) consecutive years.

Mr. A. Satyaseelan (DIN 05158896), Non-Executive Independent Director was appointed as an Independent Director under Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term up to 31^st March, 2019 (“first term”), at the 28^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have recommended re-appointment of Mr. A. Satyaseelan as an Independent Director of the Company for a second term of 5 (five) consecutive years.

Mr. M.P. Vijay Kumar (DIN 05170323), Non-Executive Independent Director was appointed as an Independent Director under Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term up to 31^st March, 2019 (“first term”), at the 28^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have recommended re-appointment of Mr. M.P. Vijay Kumar as an Independent Director of the Company for a second term of 5 (five) consecutive years.

Dr. C. N. Ramchand (DIN 05166709), Non-Executive Independent Director was appointed as an Independent Director under Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term up to 31^st March, 2019 (“first term”), at the 28^th Annual General Meeting of the Company. The Board of Directors on the recommendation of the Compensation / Nomination and Remuneration Committee have recommended re-appointment of Dr. C. N. Ramchand as an Independent Director of the Company for a second term of 5 (five) consecutive years.

A brief resume of these Directors together with related information is given in the Notice convening the ensuing Annual General Meeting. The Board recommends their appointment / re-appointment as Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company, confi rming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Section 179(2) of the Companies Act, 2013 requires the Compensation / Nomination and Remuneration Committee to carry out evaluation of every director’s performance. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors is to be done by the Board of Directors, excluding the Director being evaluated.

Accordingly, the Board of Directors carried out annual performance evaluation of the Board, Board Committees, Individual Directors and Chairperson during the year under review. The Compensation / Nomination and Remuneration Committee carried out evaluation of every Director’s performance. Similarly, the performance of the Non-Independent Directors and of the Board as a whole was evaluated by the Independent Directors at a separate Meeting held by them. The evaluation of all the Directors made was on the basis of the criteria and framework adopted by the Compensation / Nomination and Remuneration Committee.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is attached as Annexure 7a to the Board’s Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also attached as Annexure 7b to the Board’s Report.

CORPORATE GOVERNANCE

Your Company has voluntarily complied with the requirements of Corporate Governance to the maximum extent possible. A report on Corporate Governance is attached as Annexure 8 to the Board’s Report.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

4. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there was no case fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers for their continued support. The Directors also wish to thank the Company’s customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board

K J JOSEPH THOMAS JOHN V.A. GEORGE

Place : Chennai Chairman Vice Chairman Managing Director

Date: 28^th May, 2018 DIN 00434410 DIN 00435035 DIN 01493737

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Mar 31, 2017

BOARD’S REPORT

The Directors have pleasure in presenting their 31^st Annual Report together with Audited Accounts for the year ended 31^st March, 2017. The summarized financial results for the year are given below:

Rs, in Lakhs

	Standalone		Consolidated
	Year Ended 31st March, 2017	Year Ended 31st March, 2016	Year Ended 31st March, 2017	Year Ended 31st March, 2016
Profit before Exceptional Items, Interest, Depreciation and Tax	1,777.04	1,807.91	2,037.73	1,320.43
Less: Exceptional Item	-	-	-	-
Profit before Interest, Depreciation and Tax	1,777.04	1,807.91	2,037.73	1,320.43
Less: Interest	562.30	577.76	574.56	603.36
Profit before Depreciation and Tax	1,214.74	1,230.15	1,463.17	717.07
Less: Depreciation	391.99	418.14	534.82	568.30
Net Profit before Taxes	822.75	812.01	928.35	148.77
Less: Taxation (Including Deferred Tax)	261.86	252.98	310.69	222.15
Net Profit After Tax before Transfer to Minority Interest	560.89	559.03	617.66	(73.38)
Less: Transfer to Minority Interest	-	-	41.80	(94.52)
Net Profit After Tax and Transfer to Minority Interest	560.89	559.03	575.86	21.14
Add: Brought forward from previous year	4,001.10	3,642.61	2,157.09	2,356.42
Balance Available for Appropriations	4,561.99	4,201.64	2,732.95	2,377.56
Appropriations:
Transfer to General Reserve	-	55.91	-	55.91
Proposed Dividend1	-	120.17	-	120.17
Dividend Distribution Tax1	-	24.46	-	24.46
Add/(Less): Foreign Currency Translation Reserve	-	-	13.63	(19.93)
Balance Carried over to Balance Sheet	4,561.99	4,001.10	2,746.58	2,157.09

Note:

1. No appropriation for dividend and dividend distribution tax has been made in the Accounts, pending approval by the Members at the ensuing Annual General Meeting in line with Accounting Standard (AS) 4.

REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS STANDALONE

Your Company recorded a sales turnover of Rs, 16,239.08 lakhs for the year ended 31^st March, 2017 as against Rs, 15,698.96 lakhs in the previous year. It achieved EBITDA of Rs, 1,777.04 lakhs (previous year Rs, 1,807.91 lakhs), resulting in net profit of Rs, 560.89 lakhs as against Rs, 559.03 lakhs in 2015-16.

CONSOLIDATED

The CompanyRs,s consolidated sales turnover in the year under review aggregated Rs, 19,360.72 lakhs, (previous year Rs, 17,499.82 lakhs) on which it made EBITdA of Rs, 2,037.73 lakhs (previous year Rs, 1,320.43 lakhs) and net profit (after transfer to Minority Interest) of Rs, 575.86 lakhs as against net profit of Rs, 21.14 lakhs in

2015-16 on the back of Thejo Hatcon Industrial Services (Thejo Hatcon) and Thejo Australia Pty Ltd (Thejo Australia) turning profitable during the year. Thejo Hatcon has reported a profit of about Rs, 82 lakhs and Thejo Australia about Rs, 165 lakhs during the year as against a loss of about Rs, 150 lakhs and Rs, 240 lakhs respectively in the previous year.

DIVIDEND

Your Directors are pleased to recommend payment of dividend of 35% i.e. Rs, 3.50 per Equity Share of Rs, 10 each for the Financial Year ended 31^st March, 2017 (same as in the previous year). The dividend amount of Rs, 120.17 lakhs (same as in the previous year) together with dividend distribution tax of Rs, 24.46 lakhs (same as in the previous year) will absorb a sum of Rs, 144.63 lakhs (same as in the previous year).

EMPLOYEES STOCK OPTION SCHEME

Your Directors, at their meeting held on 30^th May, 2016, granted 1,50,007 options to eligible employees under the Employee Stock Option Scheme, 2015 approved by the Members at the 29^th Annual General Meeting.

During the year under review, there were no material changes in the Employee Stock Option Scheme, 2015 of the Company and the Scheme is in compliance with the SEBI Regulations on ESOPs. Information in respect of options granted under Thejo Employee Stock Option Plan 2015 is given in Note 25.10 forming part of Financial Statements. As per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated 16^th June, 2015, the details of the ESOPs are uploaded on the Company’s website http://www.thejo-engg.com/invest/ESOPs.pdf

A Certificate from the Auditors of the Company as required under Regulation 13 of SBEB Regulations is attached to the Board’s Report.

CREDIT RATING

CRISIL has retained the Fundamental Grade of 5/5 and has assigned the Current Market Price Grade of 5/5 for the equity shares of the Company under its SME IER (Independent Equity Research) vide its latest report issued on 11^th January, 2017. The historical details of Grades assigned to the Company by CRISIL are given in the table below:

Date	Nature of Report	Fundamental Grade	Current Market Price Grade (on the date of report)
09th May, 2014	Detailed Report	5/5	3/5
27th June, 2014	H2FY14 Result Update	5/5	3/5
08th December, 2014	Detailed Report	5/5	4/5
13th July, 2015	H2FY15 Result Update	5/5	3/5
5th January, 2016	H1FY16 Result Update	5/5	3/5
27th September, 2016	Detailed Report	5/5	4/5
11th January, 2017	H1FY17 Result Update	5/5	5/5

Fundamentals Grading: 5/5 - Excellent Fundamentals Valuation Grading: 5/5 - CMP has strong upside

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS ENVIRONMENT

The current financial year (FY 2016-17) showed marginal improvement over the previous year. However, liquidity in the core sector industry, which constitutes our customer base, continued to be tight. Most of the projects in the core sector industries continued to languish.

The Minimum Import Prices for steel announced by the Central Government in February 2016 had a salutary impact on the fortunes of the steel sector, resulting in better receivables and turnover from the sector in H2 of FY17. The Minimum Import Prices for steel products were withdrawn in February 2017 and provisional anti-dumping duty has been imposed on majority of steel products. The momentum in the industry is expected to continue, resulting in an improved performance in FY 18.

The decision by the Central Government to withdraw old High Denomination Currency Notes did not have an immediate effect on the sectors catered by us as it only impacted the last mile dealers. However, the lag effect of this on the manufacturers in the sector may be felt in Q1 FY18.

Internationally, the mining industry in Western Australia is recovering from the lows witnessed in FY16. This has helped our subsidiary in Australia to turn profitable. We expect the trend to continue into FY 18. The oil prices have also increased from the lower levels witnessed during FY16. This has helped the industries in Saudi Arabia to some extent, which in turn has enabled Thejo Hatcon to report profitable operation in FY 17.

The impact of recession is still casting its shadow in Brazil and Chile. However, we expect good orders from our Chile subsidiary in FY 18.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The core sector industries to which the Company caters, showed moderate growth during the year under review. The Minimum Import Price which was introduced on a variety of steel products in February 2016 and imposition of provisional anti-dumping duty on majority of steel products by the time Minimum Import Price was lifted in February 2017 helped the steel sector to post a growth of about 9% during April 2016-February 2017. Coal sector grew at about 2.8% and electricity sector by about 5% during this period. However, there were no major new projects in these sectors during FY 17. Though the steel sector gained on account of Minimum Import Price and provisional anti-dumping duty, it is yet to recover fully from the impact of economic slowdown, coal block cancellation and consequent liquidity, NPA and funding issues. As a result, there was a moderate growth in the sales of the Company during the year under review, primarily driven by exports.

The Company has focused its attention on value added products and export markets. This has resulted in the Company increasing its exports considerably and showing moderate growth in overall sales. The Company is focusing on exports as the domestic growth is expected to be moderate with liquidity and cost pressures.

COMPANY PERFORMANCE AND KEY DEVELOPMENTS

As the Members are aware, the Company is engaged in rubber and polyurethane based engineered products manufacturing, marketing and servicing activities, all under one roof. The services business caters to installation and maintenance of conveyor belts and allied services such as belt splicing, pulley lagging, belt reconditioning, rubber lining, etc. The products business centres around design, development, manufacture and supply of Rubber and Polyurethane based engineered products for belt cleaning, spillage control, flow enhancement, impact and abrasion protection and screening applications.

RESEARCH AND DEVELOPMENT

The approval of Department of Scientific and Industrial Research for the in-house R&D Centre was renewed in April 2016. The R&D Centre is focusing on developing new and innovative products as well as bringing continuous improvement of existing products so as to meet the needs of the customers and to tap new markets. The sustained efforts of Research and Development team helped the Company to develop diverse product ranges under varied conditions such as new grooved rubber and ceramic lagging sheets, ultra super heat resistant repair kits, rubber balls for siever shakers, mill liners, and high tension belt splicing compounds capable of withstanding some of the hardest working conditions in leading mines.

SAFETY

As part of its policy of giving utmost importance to safety, the Safety Department of your Company is continuously evaluating every process at its manufacturing as well as work sites, and taking necessary steps for the safety of personnel as well as of properties. The Company conducts safety review on regular basis and takes appropriate steps based on the findings.

OPPORTUNITIES AND THREATS OPPORTUNITIES

The products as well as services offerings of the Company are intended for the core sector industries. The opportunities for the industry in which the Company operates are intertwined with the opportunities for core sector industries.

Despite the subdued performance in the last couple of years, the prospects of the core sector industries are expected to be bright in the medium term. Moreover, we have a balanced portfolio of products and services, which helps us to moderate the impact of cyclicality experienced by our customers.

The Company has started its Operations & Maintenance Division under which it offers comprehensive services. Despite the dip in the turnover of the division during FY17 due to the Company’s decision not to renew certain contracts based on a review of customer performance, there is a perceptible momentum in favour of the concept of Operations & Maintenance and the market is expected to grow in the future. The Company expects to tap a sizeable portion of the increasing demand for Operations & Maintenance Services.

On the export front, the Company has shown considerable growth and it expects the growth momentum to continue. The Company believes that there will be good growth and returns from exports in the medium term.

THREATS

There are only limited number of organized players in the service segment in which the Company operates. However, competition from the unorganized sector is a challenge for the services business of the Company. In Operation & Maintenance, there is intense competition from organized segment especially during times of cyclical downturn.

Policy changes in respect of core sector industries will have a direct impact on the business of the Company as it primarily caters to core sector industries in the domestic market.

International commodity prices and fortunes of the global mining industries will have an impact on the export prospects of the Company.

The prices of most of the raw materials used by the Company are highly volatile. The volatility is expected to continue in the near future as well. The Company is mitigating this risk by framing appropriate procurement and pricing policies.

FUTURE OUTLOOK

The policy framework formulated by the Government during last year is expected to create a conducive environment for the growth of commerce and industry in our country. Implementation of Goods and Services Tax (GST) is expected to have a major impact on the overall business ecosystem. Key industrial legislations such as Land Acquisition Amendment Bill, Labour Code on Industrial Relations Bill, etc will also have an impact on the industries.

FINANCIAL PERFORMANCE

The financial performance of the Company in the year under review has remained in line with the previous year. While the manufacturing division has shown an increase in turnover on account of higher exports, the Services Division saw a marginal dip in the turnover and Trading Division showed a marginal increase. Export has shown a growth of about 37% on product front compared to the previous year. Your Company is expanding its business in overseas markets through its subsidiaries and branch, which is expected to improve the export turnover further.

The production of moulded and extruded rubber products was 962 tonnes during 2016-17, registering a negative growth of 9% over the previous year (1,062 tonnes). The production of adhesives during the year under review was 278 tonnes, showing a growth of 6% over the previous year (262 tonnes).

SEGMENT WISE PERFORMANCE

Your Company has 3 segments of revenue - Manufacturing Units, Service Units and Others. Audited financial results of these segments are furnished in Note 25.4, forming part of the Financial Statements.

RISK AND CONCERNS

The Company has put in place Risk Management Policy and Procedures for identification, assessment, management, monitoring and minimization of risks. It has identified potential risks under various categories like Business Dynamics, Operations, Liquidity, Market/Industry, Human Resources, Systems and Disaster Management. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures. It does not perceive any major technological, operational, financial or environmental risks in the near future.

However, uncertainty in domestic and global markets coupled with volatility in commodity prices and constraints in infrastructure are causes for concern in the near/medium future.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has adequate internal control systems combined with Delegation of Powers and periodical review of the process. The control system is also supported by internal audits and management reviews of documented policies and procedures.

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

During the year, the Company, as part of on-going exercise in skill up gradation, deputed different classes of its employees to programmes and seminars which will help them to add to their professional knowledge and skills.

In order to enthuse the employee base and increase the linear relationship between performance and reward, increments/incentives and ESOP are being provided based on performance. The Company continues to look at, identify, create and execute seamlessly, initiatives which enhance productivity and efficiency.

The Company will invest as hitherto in people through various initiatives which enable the workforce to meet the production and service expectations and challenges related thereto and to infuse positive enthusiasm towards the organisation.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describing the Company’s views about the Industry, objectives and expectations, etc. may be considered as ‘forward looking statements.’ The Company has tried to identify such statements by using words such as ‘expect’, ‘anticipate’, ‘hope’, ‘likely’, ‘plan’, ‘projected’, ‘believe’, etc. While making these statements, the Management has made certain assumptions which it believes are prudent. There is no guarantee that the assumptions would prove to be accurate. Actual results may differ substantially or materially from those expressed or implied in the statements. The Company undertakes no obligation to update any of the forward looking statements, whether as a result of any future events, change in assumptions or for any other reason, whatsoever. The forward looking statements are purely intended to put certain things in perspective based on the assumptions and estimates of the Management and in no way solicit investment. Members and others are requested to make their own judgment before taking any decision to invest in the shares of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses were observed.

SUBSIDIARY COMPANIES

As on date of this Report, the Company has four subsidiaries, namely, Thejo Hatcon Industrial Services Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Australia Pty Ltd., Australia (Thejo Australia) with 74% shareholding, Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo Brasil) with 99.99% shareholding and Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 99.73% shareholding.

The Audited Consolidated Financial Statements of the Company for the year ended 31^st March, 2017 are annexed to the Financial Statements. These Statements have been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period 01^st April, 2016 to 31^st March, 2017, Thejo Hatcon achieved a turnover of SAR 5.56 million (Rs, 971.98 lakhs) on which it made a net profit of SAR 0.48 million (Rs, 82.03 lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt jointing, maintenance and related activities. During the period 01^st April, 2016 to 31^st March, 2017, Thejo Australia achieved a turnover of AUD 4.97 million (Rs, 2,493.56 lakhs) with a profit of AUD 0.35 million (Rs, 165 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is primarily engaged in selling of materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period 01^st April, 2016 to 31^st March, 2017, Thejo Brasil achieved a turnover of BRL 0.32 million (Rs, 62.92 lakhs) and it incurred a loss of BRL 0.03 million (Rs, 4.83 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in selling of materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period 01^st April, 2016 to 31^st March, 2017, Thejo Chile achieved a turnover of USD 0.35 million (Rs, 227.41 lakhs) and had incurred a loss of USD 0.23 million (Rs, 152.20 lakhs).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure 1 forming part of the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising Mr. K.J. Joseph, Mr. Thomas John, Mr. V.A. George and Mr. V.K. Srivastava as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the year 2016-17, the Company was required to incur CSR expenditure of Rs, 19.57 lakhs being 2% of the average net profits for the immediately preceding three financial years. In compliance with this requirement, the Company spent Rs, 20 lakhs on eligible projects approved by the Board on the recommendation of the CSR Committee, thus fully meeting the CSR target for the year under review. A brief outline of the Company’s CSR Policy and projects undertaken are given in Annexure 2 forming part of the Board’s Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure 3 forming part of the Board’s Report.

NUMBER OF MEETINGS OF BOARD

The Board of Directors met four times during the Financial Year 2016-17. Further details are given in the Corporate Governance Report forming part of the Board’s Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate Governance Report forming part of the Board’s Report.

AUDITORS’ REPORT

The Auditors’ Report for the year ended 31^st March, 2017 does not contain any qualification.

AUDITORS

M/s. Joseph & Rajaram, Chartered Accountants, were appointed as auditors at the 30^th Annual General Meeting of the Company held on 03^rd August, 2016 to hold office up to the conclusion of the 31^st Annual General Meeting of the Company. Pursuant to Section 139(2) of the Companies Act, 2013 (the Act), the current auditors cannot be re-appointed as they have completed two terms of five consecutive years and the transition period of three years from the commencement of the Act.

Accordingly, as per the above said requirements of the Act, M/s. Brahmayya & Co, Chartered Accountants, are proposed to be appointed as Auditors for a period of five years commencing from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting, subject to ratification by the Members at every Annual General Meeting, as may be applicable, in place of M/s. Joseph & Rajaram, Chartered Accountants. M/s. Brahmayya & Co, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141 of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment of M/s.Brahmayya & Co, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting, to the Members.

SECRETARIAL AUDIT

The Board appointed Mr. G. Porselvam, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report of Mr. G. Porselvam for the Financial Year is attached as Annexure 4 to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Full particulars of Loans given, Investments made and Guarantees given which are required to be disclosed under Section 186 (4) of the Companies Act, 2013 are given in Annexure 5 forming part of the Board’s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 6 forming part of the Board’s Report.

COMMITTEES OF THE BOARD

Currently, the Company has four Committees of the Board of Directors, namely the Audit Committee, Compensation/Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Shareholders’ and Investors’ Grievance Committee. The terms of reference of the Committees are provided in the Corporate Governance Report forming part of the Boards’ Report. The composition of the Committees is as follows:

Name of the Committee	Composition of the Committee	Status
Audit Committee	Mr. M P Vijay Kumar	Independent Director, Chairman
	Mr. N Ganga Ram	Independent Director, Member
	Mr. A Satyaseelan	Independent Director, Member
	Mrs. Sujatha Jayarajan*	Independent Director, Member
Compensation / Nomination	Mr. N Ganga Ram	Independent Director, Chairman
and Remuneration Committee	Mr. V K Srivastava	Independent Director, Member
	Mr. M P Vijay Kumar	Independent Director, Member
	Mrs. Sujatha Jayarajan*	Independent Director, Member
Corporate Social	Mr. V K Srivastava	Independent Director, Chairman
Responsibility Committee	Mr. K J Joseph	Non-executive Director, Member
	Mr. Thomas John	Non-executive Director, Member
	Mr. V A George	Managing Director, Member
Shareholders’ and Investors’	Dr. C N Ramchand	Independent Director, Chairman
Grievance Committee	Mr. V K Srivastava	Independent Director, Member
	Mr. K J Joseph	Non-executive Director, Member
	Mr. Thomas John	Non-executive Director, Member

*Mrs. Sujatha Jayarajan was inducted as Member of the Committee with effect from 07^th March, 2017

All the recommendations made by the Audit Committee were accepted by the Board of Directors, without any exception.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy and established the requisite Vigil Mechanism for employees and Directors for reporting concerns about unethical behavior, actual or suspected fraud or violation of law to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial Officer & Secretary, Mr. S Premjit, Vice President - Services & Mr. Thomas K Abraham, Vice President -HR & Admin. This mechanism also provides for adequate safeguards against victimization of reporting employees. The Policy has been disseminated to all the employees through display on Notice Board and the Company’s website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. K.J. Joseph (DIN 00434410), Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Manoj Joseph (DIN 00434579), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume of these Directors together with related information is given in the Notice convening the ensuing Annual General Meeting. The Board recommends their appointment / re-appointment as Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors is to be done by the Board of Directors, excluding the Director being evaluated.

Accordingly, the performance evaluation was done by the Board of Directors during the year under review. Similarly, the performance of the Non-Independent Directors and of the Board as a whole was evaluated by the Independent Directors at a separate Meeting held by them. The evaluation of all the Directors made was on the basis of the criteria and framework adopted by the Compensation/Nomination and Remuneration Committee.

PERSONNEL

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is attached as Annexure 7a to the Board’s Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 7b to the Board’s Report.

CORPORATE GOVERNANCE

Your Company has voluntarily complied with the requirements of Corporate Governance to the maximum extent possible. A report on Corporate Governance is attached as Annexure 8 to the Board’s Report.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

4. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers for their continued support. The Directors also wish to thank the Company’s customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board

K J JOSEPH THOMAS JOHN V.A. GEORGE

Place: Chennai Chairman Vice Chairman Managing Director

Date : 27^th May, 2017 DIN 00434410 DIN 00435035 DIN 01493737

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Mar 31, 2016

BOARD’S REPORT

The Directors have pleasure in presenting their 30^th Annual Report together with Audited Accounts for the year ended 31^st March, 2016. The summarized financial results for the year are given below :

Rs, in Lakhs

	Standalone		Consolidated
	Year Ended 31st March, 2016	Year Ended 31st March, 2015	Year Ended 31st March, 2016	Year Ended 31st March, 2015
Profit before Exceptional Items, Interest, Depreciation and Tax	1,807.91	1,774.59	1,320.43	1,204.18
Less: Exceptional Item	-	-	-	-
Profit before Interest, Depreciation and Tax	1,807.91	1,774.59	1,320.43	1,204.18
Less: Interest	577.76	516.68	603.36	563.04
Profit before Depreciation and Tax	1,230.15	1,257.91	717.07	641.12
Less: Depreciation	418.14	452.59	568.30	621.11
Net Profit before Taxes	812.01	805.32	148.77	20.01
Less: Taxation (Including Deferred Tax)	252.98	258.65	222.15	248.67
Net Profit After Tax before Transfer to Minority Interest	559.03	546.67	(73.38)	(228.66)
Less: Transfer to Minority Interest	-	-	(94.52)	(205.56)
Net Profit After Tax and Transfer to Minority Interest	559.03	546.67	21.14	(23.10)
Add: Brought forward from previous year	3,642.61	3,355.78	2,356.42	2,631.87
Balance Available for Appropriations	4,201.64	3,902.45	2,377.66	2,608.77
Appropriations:
Adjustments relating to Fixed Assets	-	60.54	-	60.54
Transfer to General Reserve	55.91	54.67	55.91	54.67
Proposed Dividend	120.17	120.17	120.17	120.17
Dividend Distribution Tax	24.46	24.46	24.46	24.46
Foreign Currency Translation Reserve	-	-	19.93	(7.49)
Balance Carried over to Balance Sheet	4,001.10	3,642.61	2,157.09	2,356.42

REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS STANDALONE

During the financial year 2015-16, your Company achieved an EBITDA of Rs, 1,807.91 lakhs (previous year Rs, 1,774.59 lakhs) resulting in a net profit of Rs, 559.03 lakhs (previous year Rs, 546.67 lakhs) on a turnover of Rs,15,698.96 lakhs (previous year Rs,16,854.97 lakhs). The dip in turnover during the year was mainly due to reduction in the trading of raw rubber.

CONSOLIDATED

The Company’s consolidated EBITDA during the year under review was Rs, 1,320.43 lakhs (previous year Rs, 1,204.18 lakhs) resulting in a net profit (after transfer to Minority Interest) of Rs, 21.14 lakhs (as against net loss of Rs, 23.10 lakhs in the previous year) on a turnover of Rs,17,499.82 lakhs (previous year Rs,18,552.20 lakhs).

SAFETY

As part of its policy of giving utmost importance to safety, the Safety Department of your Company is continuously evaluating every process at its manufacturing as well as work sites, and taking necessary steps for the safety of personnel as well as of properties. The Company conducts safety review on regular basis and takes appropriate steps based on the findings.

OPPORTUNITIES AND THREATS OPPORTUNITIES

The products as well as services offerings of the Company are intended for the core sector industries. The opportunities for the industry in which the Company operates are intertwined with the opportunities for core sector industries.

Despite the current sluggishness in the domestic core sector, the prospects of the core sector industries are expected to be bright in the medium term. Moreover, the Company’s portfolio includes installation and maintenance services and products catering to both the categories. As a result, even during the period of sluggishness, any loss of business in installation-related work is expected to be compensated to a fair extent by increased maintenance works as the maintenance of existing systems would be given due importance during periods of slowdown.

The Company has started its Operations & Maintenance Division under which it offers comprehensive services. Despite the dip in turnover during FY 2015-16, there is a perceptible momentum in favour of the concept of Operations & Maintenance and the market is expected to grow exponentially. The Company expects to tap a sizeable portion of the increasing demand for Operations & Maintenance Services.

On the export front, the Company has explored International Markets and has accordingly set up its branch office in Perth, Australia and subsidiaries in Brazil and Chile. It takes considerable time to achieve breakthrough in these markets and we expect good business and returns from them in the medium term.

THREATS

There are only limited number of organized players in the service segment in which the Company operates. However, competition from the unorganized sector is a challenge for the services business of the Company. In Operation & Maintenance, there is intense competition from organized segment especially during times of cyclical downturn.

Policy change in respect of core sector industries will have direct impact on the business of the Company as it primarily caters to core sector industries in the domestic market.

The prices of most of the raw materials used by the Company are highly volatile. The volatility is expected to continue in the near future as well. The Company is mitigating this risk by framing appropriate procurement and pricing policies.

FUTURE OUTLOOK

The policy framework formulated by the new Government during last year is expected to create a conducive environment for the growth of commerce and industry in our country. However, speedy and successful implementation of key components such as GST, Land Acquisition Amendment Bill, Labour Code on Industrial Relations Bill, etc will determine the pace at which the impact will be felt at the grass root level.

FINANCIAL PERFORMANCE

The financial performance of the Company in the year under review has remained in line with the previous year but for the fall in turnover on account of the conscious decision taken to slow down trading in raw rubber. While the manufacturing division has maintained the turnover, the Services Division saw a fall of about 6% and Trading Division about 33% in terms of turnover. Export has shown a growth of about 61% on product front compared to the previous year. Your Company is expanding its business in overseas markets through its subsidiaries and branch, which is expected to improve the export turnover further.

The production of molded and extruded rubber products was 1,062 tonnes during 2015-16, registering a negative growth of 2.66% over the previous year (1,091 tonnes). The production of adhesives during the year under review was 262 tonnes, showing a negative growth of 4% over the previous year (273 tonnes).

SEGMENT WISE PERFORMANCE

Your Company has 3 segments of revenue - Manufacturing Units, Service Units, and Others. Audited financial results of these segments are furnished in Note 25.4 forming part of the Financial Statements.

RISK AND CONCERNS

The Company has put in place Risk Management Policy and Procedures for identification, assessment, management, monitoring and minimization of risks. It has identified potential risks under various categories like Business Dynamics, Operations, Liquidity, Market/Industry, Human Resources, Systems and Disaster Management. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures. It does not perceive any major technological, operational, financial or environmental risks in the near future.

However, continuing uncertainty in domestic and global markets, constraints in infrastructure, recent developments in the price of gold and iron ore adversely affecting gold and iron ore mining activities across the globe and latest developments in global mining activities are causes for concern in the near/medium future.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has adequate internal control systems combined with Delegation of Powers and periodical review of the process. The control system is also supported by internal audits and management reviews of documented policies and procedures.

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

During the year, the Company, as part of on-going exercise in skill up gradation, deputed different classes of its employees to programmes and seminars which would help them to add to their professional knowledge and skills. The Company has also conducted in-house skill development programme for workers in association with National Skill Development Corporation of India.

In order to increase the linear relationship between performance and reward, increments / incentives and ESOP are being provided based on performance. The Company continued to identify and implement initiatives which enhance productivity and efficiency.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describing the Company’s views about the Industry, objectives and expectations, etc. may be considered as ‘forward looking statements.’ The Company has tried to identify such statements by using words such as ‘expect’, ‘anticipate’, ‘hope’, ‘likely’, ‘plan’, ‘projected’, ‘believe’, etc. While making these statements, the Management has made certain assumptions which it believes are prudent. There is no guarantee that the assumptions would prove to be accurate. Actual results may differ substantially or materially from those expressed or implied in the statement. The Company undertakes no obligation to update any of the forward looking statements, whether as a result of any future events, change in assumptions or for any other reason, whatsoever. The forward looking statements are purely intended to put certain things in perspective based on the assumptions and estimates of the

Management and in no way solicit investment. Members and others are requested to make their own judgment before taking any decision to invest in the shares of the Company.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses were observed.

SUBSIDIARY COMPANIES

As on date of this Report, the Company has four subsidiaries, namely, Thejo Hatcon Industrial Services Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Australia Pty Ltd., Australia (Thejo Australia) with 74% shareholding, Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo Brasil) with 99.99% shareholding and Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 99.62% shareholding.

The Audited Consolidated Financial Statements of the Company for the year ended 31^st March, 2016 are annexed to the Financial Statements. These Statements have been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period 01^st April, 2015 to 31^st March, 2016, Thejo Hatcon achieved a turnover of SAR 2.42 million ('' 415.48 lakhs) with a loss of SAR 0.90 million ('' 149.66 lakhs). During the year, Thejo Hatcon has bagged an order for SAR 2.9 million from M/s Cleveland, which would be executed in FY 2016-17.

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt jointing and related activities. During the period 01^st April, 2015 to 31^st March, 2016, Thejo Australia achieved a turnover of AUD 3.60 million (Rs, 1,771.63 lakhs) with a loss of AUD 0.53 million (Rs, 239.57 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is primarily engaged in selling of bulk material handling products. During the period 01^st April, 2015 to 31^st March, 2016, Thejo Brasil achieved a turnover of BRL 0.13 million (Rs, 24.76 lakhs) and it incurred a loss of BRL 0.25 million (Rs, 48.32 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in selling bulk material handling products. During the period 01^st April, 2015 to 31^st March, 2016 Thejo Chile achieved a turnover of USD 0.07 million (Rs, 44.54 lakhs) and had incurred a loss of USD 0.33 million (Rs, 211.56 lakhs).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure 1 forming part of the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising Mr. K.J. Joseph, Mr. Thomas John, Mr. V.A. George and Mr. V.K. Srivastava as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the year 2015-16, the Company was required to incur CSR expenditure of Rs, 23.74 lakhs being 2% of the average net profits for the immediately preceding three financial years. In compliance with this requirement, the Company spent Rs, 24.18 lakhs on the eligible projects approved by the Board on the recommendation of the CSR Committee, thus fully meeting the CSR target for the year under review. A brief outline of the Company’s CSR Policy and Projects undertaken are given in Annexure 2 to Board’s Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure 3 forming part of the Board’s Report.

NUMBER OF MEETINGS OF BOARD

The Board of Directors met five times during the Financial Year 2015-16. Further details are given in the Corporate Governance Report forming part of the Board’s Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other maters provided under sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate Governance Report forming part of the Board’s Report.

AUDITORS’ REPORT

The Auditors’ Report for the year ended 31^st March, 2016 does not contain any qualification.

AUDITORS

M/s. Joseph & Rajaram, Chartered Accountants, Chennai, retire at ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDIT

The Board appointed Mr. G. Porselvam, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year is attached as Annexure 4 to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Full particulars of Loans given, Investments made and Guarantees given which are required to be disclosed under Section 186 (4) of the Companies Act, 2013 are given in Annexure 5 forming part of the Board’s Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 6 forming part of the Board’s Report.

COMMITTEES OF THE BOARD

Currently, the Company has four Committees of the Board of Directors, namely the Audit Committee, Compensation / Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Shareholders’ and Investors’ Grievance Committee. The terms of reference of the Committees are provided in the Corporate Governance Report forming part of the Boards’ Report. The composition of the Committees is as follows:

Name of the Committee	Composition of the Committee	Status
Audit Committee	Mr. M P Vijay Kumar	Independent Director, Chairman
	Mr. N Ganga Ram	Independent Director, Member
	Mr. A Satyaseelan	Independent Director, Member
Compensation / Nomination	Mr. N Ganga Ram	Independent Director, Chairman
and Remuneration Committee	Mr. V K Srivastava	Independent Director, Member
	Mr. M P Vijay Kumar	Independent Director, Member
Corporate Social	Mr. V K Srivastava	Independent Director, Chairman
Responsibility Committee	Mr. K J Joseph	Non-executive Director, Member
	Mr. Thomas John	Non-executive Director, Member
	Mr. V A George	Managing Director, Member
Shareholders’ and Investors’	Dr. C N Ramchand	Independent Director, Chairman
Grievance Committee	Mr. V K Srivastava	Independent Director, Member
	Mr. K J Joseph	Non-executive Director, Member
	Mr. Thomas John	Non-executive Director, Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors, without any exception.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy and established the requisite Vigil Mechanism for employees and Directors for reporting concerns about unethical behavior, actual or suspected fraud or violation of law to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial Officer & Secretary, Mr. S. Premjit - Head EMD & Mr. Thomas K Abraham - Head HR & Admin. This mechanism also provides for adequate safeguards against victimization of reporting employees. The Policy has been disseminated to all the employees through display on Notice Board and the Company’s website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of the Compensation / Nomination and Remuneration Committee, Mr. Rajesh John (DIN 05161087) was reappointed by the Board as Whole-time Director for a period of five years with effect from 16^th January, 2017, subject to the approval of the Members at the ensuing Annual General Meeting vide Item 6 of the Notice dated 30^th May, 2016 convening the ensuing Annual General Meeting. None of the Company’s Directors have any family relationship with him, save and except that Mr. Thomas John and Mr. Rajesh John are related as father and son.

Mr. Thomas John (DIN 00435035), Vice Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. V.A. George (DIN 01493737), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume of these Directors together with related information is given in the Notice convening the ensuing Annual General Meeting. The Board recommends their appointment / re-appointment as Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors is to be done by the Board of Directors, excluding the Director being evaluated.

Accordingly, the performance evaluation was done by the Board of Directors during the year under review. Similarly, the performance of the Non-Independent Directors and of the Board as a whole was evaluated by the Independent Directors at a separate Meeting held by them. The evaluation of all the Directors made was on the basis of the criteria and framework adopted by the Compensation / Nomination and Remuneration Committee.

PERSONNEL

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is attached as Annexure 7a to the Board’s Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 7b to the Board’s Report.

CORPORATE GOVERNANCE

Your Company has voluntarily complied with the requirements of Corporate Governance to the maximum extent possible. A report on Corporate Governance is attached as Annexure 8 to the Board’s Report.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

4. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers for their continued support. The Directors also wish to thank the Company’s customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board

K J JOSEPH THOMAS JOHN V.A. GEORGE

Place : Chennai Chairman Vice Chairman Managing Director

Date : 30^th May, 2016 DIN 00434410 DIN 00435035 DIN 01493737

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report together with Audited Accounts for the year ended 31st March, 2015. The summarized financial results for the year are given below:

Rs.in Lakhs

Standalone

Year Ended Year Ended 31st March, 31st March, 2015 2014

Profit before Exceptional Items, Interest, 1,774.59 2,067.52

Depreciation and Tax

Less : Exceptional Item - 24.74

Profit before Interest, Depreciation and Tax 1,774.59 2,042.78

Less : Interest 516.68 450.22

Profit before Depreciation and Tax 1,257.91 1,592.56

Less : Depreciation 452.59 274.94

Net Profit before Taxes 805.32 1,317.62

Less : Taxation (Including Deferred Tax) 258.65 446.57

Net Profit After Tax before Transfer to 546.67 871.05

Minority Interest

Less : Transfer to Minority Interest - -

Net Profit After Tax and Transfer to Minority 546.67 871.05

Interest

Add: Brought forward from previous year 3,355.78 2,712.43

Balance Available for Appropriations 3,902.45 3,583.48

Appropriations:

Adjustments relating to Fixed Assets 60.54 -

Transfer to General Reserve 54.67 87.11

Proposed Dividend 120.17 120.17

Dividend Distribution Tax 24.46 20.42

Acquisition by minority interest shareholders - -

Foreign Currency Translation Reserve - -

Balance Carried over to Balance Sheet 3,642.61 3,355.78

Rs.in Lakhs

Consolidated

Year Ended Year Ended 31st March, 31st March, 2015 2014

Profit before Exceptional Items, Interest, 1,204.18 1,480.58

Depreciation and Tax

Less : Exceptional Item - 24.74

Profit before Interest, Depreciation and Tax 1,204.18 1,455.84

Less : Interest 563.04 451.55

Profit before Depreciation and Tax 641.12 1,004.29

Less : Depreciation 621.11 370.42

Net Profit before Taxes 20.01 633.87

Less : Taxation (Including Deferred Tax) 248.67 501.57

Net Profit After Tax before Transfer to (228.66) 132.30

Minority Interest

Less : Transfer to Minority Interest (205.56) (181.14)

Net Profit After Tax and Transfer to Minority (23.10) 313.44

Interest

Add: Brought forward from previous year 2,631.87 2,493.94

Balance Available for Appropriations 2,608.77 2,807.38

Appropriations:

Adjustments relating to Fixed Assets 60.54 -

Transfer to General Reserve 54.67 87.11

Proposed Dividend 120.17 120.17

Dividend Distribution Tax 24.46 20.42

Acquisition by minority interest shareholders - (59.54)

Foreign Currency Translation Reserve (7.49) 7.35

Balance Carried over to Balance Sheet 2,356.42 2,631.87

REVIEW OF FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS STANDALONE

The Company's sales turnover in the year ended 31st March, 2015 amounted to Rs. 16,854.97 lakhs, up by 13.23% over the previous year (Rs. 14,885.98 lakhs), on which it made an EBITDA of Rs. 1,774.59 lakhs (Previous Year: Rs. 2,067.52 lakhs) and a net profit (excluding exceptional item) of Rs. 546.67 lakhs as against Rs. 895.79 lakhs in 2013-14.

CONSOLIDATED

The Company's consolidated sales turnover in the year under review aggregated Rs. 18,552.20 lakhs, up by 16.60% over the previous year (Rs. 15,910.89 lakhs), on which it made an EBITDA of Rs. 1,204.18 lakhs (Previous Year: Rs. 1,480.58 lakhs) and a net loss (after transfer to Minority Interest) of Rs. 23.10 lakhs as against net profit (excluding exceptional item) of Rs. 338.18 lakhs in 2013-14 and the small loss was mainly on account of the initial promotional expenses and the time taken for achieving breakthrough in the expansion of business overseas.

DIVIDEND

Your Directors are pleased to recommend payment of dividend of 35% i.e. Rs. 3.50 per Equity Share of Rs. 10 each for the Financial Year ended 31st March, 2015 (same as in the previous year). The dividend amount of Rs. 120.17 lakhs (same as in the previous year) together with dividend distribution tax of Rs. 24.46 lakhs (Rs. 20.42 lakhs in the previous year) will absorb a sum of Rs. 144.63 lakhs (Rs. 140.59 lakhs in the previous year).

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 54.67 lakhs to the General Reserve (i.e., 10% of Net Profit after Tax). Surplus retained after Appropriations amounts to Rs. 3,642.61 lakhs (Rs. 3,355.78 lakhs).

EMPLOYEES STOCK OPTION SCHEME

Your Directors have proposed to introduce Stock Based Compensation Plan to the employees by way of Employees Stock Option Scheme (ESOP), subject to the provisions of Section 62(1)(b) read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 of Chapter IV of the Companies Act, 2013 (including any statutory modification or re-enactment thereof from time to time), Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the approval of the Members at the ensuing Annual General Meeting vide Items 9 and 10 of the Notice dated 27th May, 2015 convening the Meeting.

CREDIT RATING

CRISIL has given your Company a rating of SME IER which reflects the strong fundamentals of the Company:

Current Market Price Date Nature of Report Fundamental Grade (on the Grade date of report)

09th May, 2014 Detailed Report 5/5 3/5

27th June, 2014 H2FY14 Result Update 5/5 3/5

08th December, 2014 Detailed Report 5/5 4/5

Fundamentals Grading: 5/5 - Excellent Fundamentals Valuation Grading: 4/5 - Upside (10-25% from CMP)

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses were observed.

SUBSIDIARY COMPANIES

As on date of this Report, the Company has four subsidiaries, namely, Thejo Hatcon Industrial Services Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Australia Pty Ltd., Australia (Thejo Australia) with 74% shareholding, Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo Brazil) with 99.99% shareholding and Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 97.50% shareholding.

The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2015 are annexed to the Financial Statements. These Statements have been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period 01st April, 2014 to 31st March, 2015, Thejo Hatcon achieved a turnover of SAR 3.01 million (Rs. 490.38 lakhs) with a loss of SAR 0.48 million (Rs. 75.07 lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt jointing and related activities. During the period 01st April, 2014 to 31st March, 2015, Thejo Australia achieved a turnover of AUD 2.78 million (Rs. 1,434.64 lakhs) with a loss of AUD 1.22 million (Rs. 645.89 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brazil) is primarily engaged in selling of bulk material handling products. During the period 08th September, 2014 (date of incorporation) to 31st March, 2015, Thejo Brazil is yet to commence the business operations and it incurred a loss of BRL 0.14 million (Rs. 31.58 lakhs).

Thejo Engineering LatinoAmerica Spa (Thejo Chile) is primarily engaged in selling bulk material handling products. The Company was incorporated on 14th November, 2014 and as on 31st March, 2015, it had not yet commenced business operations and had incurred a loss of USD 0.06 million (Rs. 34.53 lakhs).

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure 1 forming part of the Board's Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising Mr. K.J. Joseph, Mr. Thomas John, Mr. V.A. George and Mr. V.K. Srivastava as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the Financial Year, on the recommendation of the CSR Committee, the Board of Directors approved expenditure of Rs. 27.01 lakhs on CSR Schemes, more than fulfilling the prescribed target of Rs. 26.94 lakhs being 2% of its average net profits of the last three Financial Years. The Annual Report on the Company's CSR activities is attached as Annexure 2 forming part of the Board's Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure 3 forming part of the Board's Report.

NUMBER OF MEETINGS OF BOARD

The Board of Directors met five times during the Financial Year 2014-15. Further details are given in the Corporate Governance Report forming part of the Board's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates 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, 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other maters provided under sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate Governance Report forming part of the Board's Report.

AUDITORS' REPORT

The Auditors' Report for the year ended 31st March, 2015 does not contain any qualification.

AUDITORS

M/s. Joseph & Rajaram, Chartered Accountants, Chennai, retire at ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDIT

The Board appointed Mr. G. Porselvam, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report of Mr. G. Porselvam for the Financial Year is attached as Annexure 4 to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Full particulars of Loans given, Investments made and Guarantees given which are required to be disclosed under Section 186 (4) of the Companies Act, 2013 are given in Annexure 5 forming part of the Board's Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 6 forming part of the Board's Report.

COMMITTEES OF THE BOARD

Currently, the Company has four Committees of the Board of Directors, namely the Audit Committee, Compensation / Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Shareholders' and Investors' Grievance Committee. The terms of reference of the Committees are provided in the Corporate Governance Report forming part of the Boards' Report. The composition of the Committees is as follows:

Name of the Committee Composition of the Committee

Audit Committee Mr. M.P. Vijay Kumar

Mr. N. Ganga Ram

Mr. A. Satyaseelan

Nomination and Remuneration Mr. N. Ganga Ram

Committee *** Mr. V.K. Srivastava

Mr. M.P. Vijay Kumar

Corporate Social Responsibility Mr. V.K. Srivastava

Committee Mr. K.J. Joseph

Mr. Thomas John

Mr. V.A. George

Shareholders' and Investors' Dr. C.N. Ramchand

Grievance Committee Mr. V.K. Srivastava

Mr. K.J. Joseph

Mr. Thomas John

Name of the Committee Status

Audit Committee Independent Director, Chairman

Independent Director, Member

Independent Director, Member

Nomination and Remuneration Independent Director, Chairman

Committee *** Independent Director, Member

Independent Director, Member

Corporate Social Responsibility Independent Director, Chairman

Committee Non-executive Director, Member

Non-executive Director, Member

Managing Director, Member

Shareholders' and Investors' Independent Director, Chairman

Grievance Committee Independent Director, Member

Non-executive Director, Member

Non-executive Director, Member

*** The Committee has since been re-designated as "Compensation/Nomination & Remuneration Committee." All the recommendations made by the Audit Committee were accepted by the Board of Directors, without any exception.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy and established the requisite Vigil Mechanism for employees and Directors for reporting concerns about unethical behaviour, actual or suspected fraud or violation of law to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial Officer & Secretary, Mr. S. Premjit - Head EMD & Mr. Thomas K Abraham - Head HR & Admin. This mechanism also provides for adequate safeguards against victimisation of reporting employees. The Policy has been disseminated to all the employees through display on Notice Board and the Company's website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of the Compensation / Nomination and Remuneration Committee, Mrs. Sujatha Jayarajan was appointed by the Board as Additional Director with effect from 06th March, 2015. As per Section 161 of Companies Act, 2013, Mrs. Sujatha Jayarajan will hold office upto the date of the ensuing Annual General Meeting. The Members may consider Mrs. Sujatha Jayarajan for appointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2020 vide Item 6 of the Notice dated 27th May, 2015 convening the ensuing Annual General Meeting. None of the Company's Directors have any family relationships with Mrs. Sujatha Jayarajan.

On the recommendation of the Compensation / Nomination and Remuneration Committee, Mr. Manoj Joseph was reappointed by the Board as Whole-time Director for a period of five years with effect from 20th June, 2015, subject to the approval of the Members at the ensuing Annual General Meeting vide Item 7 of the Notice dated 27th May, 2015 convening the ensuing Annual General Meeting. None of the Company's Directors have any family relationship with him, save and except that Mr. K.J. Joseph and Mr. Manoj Joseph are related as father and son.

Mr. K.J. Joseph, Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Rajesh John, Director - Sales, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume of these Directors together with related information is given in the Notice convening the ensuing Annual General Meeting. The Board recommends their appointment / re-appointment as Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement.

None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

On the recommendation of the Audit Committee, Mr. M.D. Ravikanth was appointed as CFO & Secretary by the Board of Directors at their meeting held on 20th May, 2015.

BOARD EVALUATION

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors is to be done by the Board of Directors, excluding the Director being evaluated.

Accordingly, the performance evaluation was done by the Board of Directors during the year under review. Similarly, the performance of the Non-Independent Directors and of the Board as a whole was evaluated by the Independent Directors at a separate Meeting held by them. The evaluation of all the Directors made was on the basis of the criteria and framework adopted by the Compensation / Nomination and Remuneration Committee.

PERSONNEL

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is attached as Annexure 7a to the Board's Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 7b to the Board's Report.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Corporate Governance stipulated under Clause 52 of the SME Listing Agreement entered into with the National Stock Exchange of India Ltd. (NSE). A report on Corporate Governance is attached as Annexure 8 to the Board's Report.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance stipulated under Clause 52 of the SME Listing Agreement, and have certified due compliance with the requirements by the Company. The Certificate of the Auditors is reproduced in the Corporate Governance Report forming part of the Board's Report.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

4. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to thank the Company's Bankers for their continued support. The Directors also wish to thank the Company's customers and stake-holders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board

THOMAS JOHN V.A. GEORGE MANOJ JOSEPH Place: Chennai Vice Chairman Managing Director Director Date : 27th May, 2015 DIN 00435035 DIN 01493737 DIN 00434579

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report together with Audited Accounts for the year ended 31st March, 2014. The summarized financial results for the year are given below :

Amount Rs in lakhs Year Ended Year Ended

31-03-2014 31-3-2013

Profit before Exceptional Items, Interest, Depreciation and Tax 2,067.52 2,020.66

Less : Exceptional Item 24.74 0.00

Profit before Interest, Depreciation and Tax 2,042.78 2,020.66

Less : Interest 450.22 380.16

Profit before Depreciation and Tax 1,592.56 1,640.50

Less : Depreciation 274.94 202.87

Net Profit before Taxes 1,317.62 1,437.63

Less : Taxation (Including Deferred Tax) 446.57 462.85

Net Profit After Tax 871.05 974.78

Add : Brought forward from previous year 2,712.43 1,935.57

Balance Available for Appropriations 3,583.48 2,910.35

Appropriations

Transfer to General Reserve 87.11 97.49

Proposed Dividend 120.17 85.84

Dividend Distribution Tax 20.42 14.59

Balance Carried over to Balance Sheet 3,355.78 2,712.43

REVIEW OF FINANCIAL PERFORMANCE

The Company''s Sales turnover in the year under review aggregated Rs. 14885.98 lakhs, up by 11.60% over the previous year (Rs.13338.12 lakhs), on which it made a net profit (excluding exceptional item) of Rs.895.79 lakhs as against Rs.974.78 lakhs in 2012-13. Your Company has more or less maintained the profit level in the face of economic uncertainty compared to the last financial year.

DIVIDEND AND ISSUE OF BONUS SHARES

Your Directors are pleased to recommend payment of dividend of 35% i.e. Rs.3.50 per Equity Share of Rs.10 each for the financial year ended 31st March, 2014 (50% in the previous year) with the bonus shares issued in the ratio of 1:1 in September, 2013 being eligible for dividend for the full year. The dividend amount of Rs.120.17 lakhs (Rs.85.84 lakhs in the previous year) together with dividend distribution tax of Rs.20.42 lakhs (Rs.14.59 lakhs in the previous year) will absorb a sum of Rs.140.59 lakhs (Rs.100.43 lakhs in the previous year).

During the year 2013 -14, the Company issued and allotted bonus shares in the ratio of one fully paid equity share for every one fully paid equity share held in the Company as on record date.

SUBSIDIARY COMPANIES

As on date of this Report, the Company has two subsidiaries, namely, Thejo Hatcon Industrial Services Company LLC, Kingdom of Saudi Arabia (Thejo Hatcon) in which the Company has 51% shareholding and Thejo Australia Pty Ltd., Australia (Thejo Australia) in which the Company has 74% shareholding. Both the subsidiaries have obtained all the statutory approvals and have commenced their operations.

As mentioned earlier, Bridgestone Engineered Products of Asia Sdn Bhd (Bridgestone), a wholly owned subsidiary of Bridgestone Corporation, Japan, acquired 26% stake in the share capital of Thejo Australia Pty Ltd. We believe that the arrangement with Bridgestone will contribute to the growth of Thejo Australia Pty Ltd as Bridgestone has a sizeable market share in Australia''s conveyor market and the tie-up will enable Thejo Australia Pty Ltd., to bag product and service contracts including that of splicing materials.

The Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2014 are annexed to its Financial Statements. These Statements have been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company LLC (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period 01st April, 2013 to 31st March, 2014, Thejo Hatcon achieved a turnover of SAR 24.91 lakhs ('' 379.72 lakhs) with a loss of SAR 2.70 lakhs ('' 33.01 lakhs).

Thejo Australia Pty Ltd. (Thejo Australia) is a servicing Company, primarily engaged in belt splicing, belt jointing and related activities. During the period, 01st April, 2013 to 31st March, 2014, Thejo Australia achieved a turnover of AUD 14.49 lakhs ('' 813.25 lakhs) with a loss of AUD 11.27 lakhs ('' 634.48 lakhs).

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Your Company is doing its best to consciously utilize the energy optimally, avoiding any known wastages.

The Company does not fall under any of the industries listed under Rule 2 of The Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and hence, disclosure as per Form A is not applicable.

TECHNOLOGY ABSORPTION

a) Specific areas in which R & D carried out by the Company

- Development of new innovative products

- Evaluation and usage of new raw materials

- Development of methods to achieve uniformity and consistency in product quality and performance by improved process controls.

- Productivity improvement and methods for reduction in energy consumption.

b) Benefits derived as a result of R&D

- Meeting the ever-changing product performance requirements of the market by developing suitable products to cater to these stringent requirements on a continuous basis.

- Improving the field service performance of existing products to surpass the quality of competitive products.

- Evaluating new and innovative raw materials for possible adoption and incorporation into the relevant products.

- Introduction of new methods and systems for improved productivity and reduction in energy consumption.

c) Future plan of action

- Develop new products in the field of seismic protection to buildings, products for construction and infrastructure development.

- Develop environment-friendly materials and eliminate usage of hazardous chemicals.

- Develop applications for the cellulosic nano materials from waste agricultural produce.

- Adoption and usage of solar energy for reduced costs.

- Joint collaborative projects with relevant specialized Universities to carry out specific development projects in Engineering, Metallurgy, Materials and Bonding Systems.

- Utilization of the CSIR Laboratories for collaborative development projects.

- Develop specialty chemicals as a part of the effort for import substitution.

d) Expenditure on R&D

Particulars 2013-14 (Rsin lakhs)

Capital 7.08

Revenue (excluding depreciation) 75.32

Total 82.40

Total R&D expenditure as a % of total turnover 0.55%

FOREIGN EXCHANGE EARNINGS AND OUTGO '' Rs in Lakhs

a) Payments in foreign currency towards Imports Imports at CIF Value 2013-14 2012-13

Raw Materials and Traded goods 602.73 386.46

Capital goods 124.99 286.31

b) Payments in foreign currency towards Expenditure

Expenditure in Foreign currency 2013-14 2012-13

Royalty - 11.82

Commission paid - 15.84

Professional and consultation fees 78.75 29.58

Foreign Tour 17.64 10.53

Advertisement & Sales promotion/ Seminar - 13.02

c) Earnings in foreign currency on Accrual basis Earnings in foreign currency 2013-14 2012-13

Exports - Products 1149.18 1592.74

Exports - Services 106.95 52.12

Sale of Fixed Asset 24.78 -

d) Net Gain or Loss on Foreign Currency Translation

Description 2013-14 2012-13

Profit on Foreign Currency Translation 52.13 86.62

DIRECTORS

Mr. V.K. Srivastava, Non-executive Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Srivastava may be considered by the Members for reappointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2019. A Resolution for his election as Independent Director of the Company is included in the Notice dated 2nd July, 2014 convening the Annual General Meeting.

Mr. A. Satyaseelan, Non-executive Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Satyaseelan may be considered by the Members for reappointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2019. A Resolution for his election as Independent Director of the Company is included in the Notice dated 2nd July, 2014 convening the Annual General Meeting.

Mr. M.P. Vijay Kumar, Non-executive Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Vijay Kumar may be considered by the Members for reappointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2019. A Resolution for his election as Independent Director of the Company is included in the Notice dated 2nd July, 2014 convening the Annual General Meeting.

Dr. C.N. Ramchand, Non-executive Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Dr. Ramchand may be considered by the Members for reappointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2019. A Resolution for his election as Independent Director of the Company is included in the Notice dated 2nd July, 2014 convening the Annual General Meeting.

Mr. N. Ganga Ram, Non-executive Independent Director was appointed as Director of the Company subject to retirement by rotation at the 27th Annual General Meeting. Mr. Ganga Ram may be considered by the Members for appointment as Independent Director under Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013, for a term upto 31st March, 2019. A Resolution for his election as Independent Director of the Company is included in the Notice dated 2nd July, 2014 convening the Annual General Meeting.

The Company has received declarations from all the above mentioned Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement.

A brief resume of these Directors and related information are given in the Notice convening the Annual General Meeting. The Directors recommend their appointment / re-appointment as Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising Mr. K.J. Joseph, Mr. Thomas John, Mr. V.A. George and Mr. V.K. Srivastava as Members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Committee has since formulated the CSR policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm —

i. that in the preparation of the accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the Directors have selected such accounting policies (as mentioned in Significant Accounting Policies under Note 2 of the Annual Accounts) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. that the annual accounts for the year ended 31st March, 2014, have been prepared on a going concern basis.

PERSONNEL

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees covered therein are to be set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto and if interested in obtaining the information, they may write to the Company Secretary at the Registered Office of the Company.

AUDITORS'' REPORT

The Auditors'' Report for the year ended 31st March, 2014 does not contain any qualification.

AUDITORS

M/s. Joseph & Rajaram, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Corporate Governance stipulated under Clause 52 of the SME Listing Agreement entered into with the National Stock Exchange of India Ltd. (NSE). A report on Corporate Governance forms part of this Report.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance stipulated under Clause 52 of the SME Listing Agreement, and have certified the compliance. The certificate is reproduced in the Corporate Governance Report.

ACKNOWLEDGEMENT

The Directors wish to thank the Company''s bankers for their continued support. The Directors also wish to thank the Company''s customers and stake-holders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board Place: Chennai V.A. GEORGE THOMAS JOHN K.J. JOSEPH Date : 2nd July, 2014 Managing Director Vice Chairman Chairman

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Mar 31, 2013

The Directors have pleasure in presenting their 27th Annual Report together with Audited Accounts for the year ended 31st March, 2013. The summarized financial results for the year are given below:

Amount Rs. in lakhs

Year Ended Year Ended 31-03-2013 31-03-2012

Profit before Exceptional Items, Interest, Depreciation and Tax 2,020.66 1,529.81

Add: Exceptional Item 0.00 284.00

Profit before Interest, Depreciation and Tax 2,020.66 1,813.81

Less: Interest 380.16 367.07

Profit before Depreciation and Tax 1,640.50 1,446.74

Less: Depreciation 202.87 161.48

Net Profit before Taxes 1,437.63 1,285.26

Less: Taxation (Including Deferred Tax) 462.85 384.65

Net Profit After Tax 974.78 900.61

Add: Brought forward from previous year 1,935.57 1,180.27

Balance Available for Appropriations 2,910.35 2,080.88

Appropriations

Transfer to General Reserve 97.49 90.23

Proposed Dividend 85.84 47.39

Dividend Distribution Tax 14.59 7.68

Balance Carried over to Balance Sheet 2,712.43 1,935.57

REVIEW OF FINANCIAL PERFORMANCE

The Company''s Sales turnover in the year under review aggregated Rs. 13,338.12 lakhs, constituting a growth of 15.62% over the previous year (Rs. 11,536.44 lakhs), on which it made a net profit (excluding exceptional item) of Rs. 974.78 lakhs, up by 45% (over Rs. 671.83 lakhs in 2011-12).

DIVIDEND

The Directors are pleased to recommend payment of dividend of 50% i.e. Rs. 5 per Equity Share of Rs. 10 each for the financial year ended 31st March, 2013 (40% in the previous year), subject to the approval of the Members at the ensuing Annual General Meeting. The dividend amount of Rs. 85.84 lakhs together with dividend distribution tax of Rs. 14.59 lakhs will absorb a sum of Rs. 100.43 lakhs.



REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and developments

Global Rubber production increased by 1.03 % in 2012 against 6.62 % in 2011. The total rubber production was 26.477 million tonnes in 2012 compared to 26.135 million tonnes in 2011. Synthetic rubber production at 15.094 million tonnnes in 2012 marginally dipped by 0.07% compared to 15.104 million tones in 2011. Natural Rubber production increased by 3.19% in 2012 against 5.78 % in 2011.

India''s GDP growth rate which in 2011-12 was 6.50% declined in 2012-13 to 5%, much lower than projected. The rate of inflation also continued to be high in the year 2012-13. The manufacturing sector grew by a mere 1% in 2012- 13 as against 4.4% in 2011-12.

India''s Natural Rubber production increased marginally by 0.9% to 0.91 million tonnes in 2012-13 from 0.90 million tonnes in 2011-12. Consumption edged up slightly (0.8%) to 0.97 million tonnes in 2012-13 as against 0.96 million tonnes in the previous year. The weather conditions worsened the situation, damaging rubber trees in many parts of Kerala, which accounts for around 92 per cent of the country''s production.

The uncertainty witnessed across the regions in the year 2012-13 and the slow recovery are likely to continue during the year 2013-14 and is expected to impact a number of sectors.

Company Performance and Key developments

As the Members are aware, the Company is engaged in manufacturing, marketing and servicing activities, all under one roof. The services business caters to Belt Splicing, Pulley Lagging, Belt Conveyor Maintenance, Installation of Belt Conveyors, Belt Reconditioning, Rubber Lining etc., and products business to design, development, manufacture and supply of Rubber and Polyurethane based engineered products for belt cleaning, spillage control, flow enhancement, impact & abrasion protection and screening applications. In the Financial Year 2012-13, products and services contributed 55 % and 45 %, respectively to the Company''s total income.

Listing of Equity Shares in SME Platform of National Stock Exchange

During the year 2012-13, the Company raised Rs. 21 Crore by way of fresh issue of Equity Shares, of which Rs. 1.99 Crore was raised under Pre- IPO Placement to SIDBI Trustee Company Limited A/c India Opportunities Fund and the balance amount of Rs. 19 Crore under Initial Public Offer (IPO). The Equity Shares issued under IPO was oversubscribed by 1.53 times, thanks to the robust response from retail investors.

On 18th September, 2012, Union Finance Minister, Mr. P. Chidambaram launched ''EMERGE'', a dedicated new NSE platform and the Company''s Equity Shares got listed on the platform with his ceremonial ringing of the Bell at the special event organized in New Delhi.

Status of utilization of Proceeds raised from IPO:

The funds raised from IPO are to be utilized for the following purposes (apart from meeting General corporate needs and IPO expenses):

Setting up of in-house R&D Center

Setting up of Polyurethane Unit

Investment in Wholly-Owned Subsidiary in Australia

Setting up of Lining Unit

Expansion of existing manufacturing Unit

The current status of uitilization is as follows:

Setting up of in-house R&D Center:

R&D Center has been completed and has commenced its activities. The Company has applied for approval from DSIR for the Center. As indicated in the Red Herring Prospectus ("RHP"), it has been funded from IPO proceeds to the extent of Rs. 283.06 lakhs.

Setting up of Polyurethane Unit:

Polyurethane Unit has been set up and commissioned. The total project cost is Rs. 68.28 lakhs and the Company has utilized Rs. 60.71 lakhs from the IPO proceeds as on 30th June, 2013. One machine has been purchased on deferred payment scheme in terms of which about Rs. 5 lakhs is to be paid.

Investment in Wholly-Owned Subsidiary in Australia:

The subsidiary has been incorporated and has commenced operations. As on 31st March, 2013, the Company has invested Rs. 802.54 lakhs with Rs. 642 lakhs from IPO proceeds and the balance from internal accruals.

Setting up of Lining Unit:

An independent Lining unit is being set up on leased land. The project is funded from the IPO proceeds to the extent of Rs. 169.02 lakhs. The project implementation is expected to be completed by the middle of August 2013. As on 30th June, 2013, the Company has utilized Rs. 149.93 lakhs from the IPO proceeds on the Unit.

Expansion of existing manufacturing Unit:

The Company has selected the machineries to be installed to balance the capacity and enhance the manufacturing operations. Orders have been placed for these equipments and advance has been paid. Work is also in progress to enhance the area of the factory, finished goods store, office space etc. This is to be funded from the IPO proceeds to the extent of Rs. 686.61 lakhs. As on 30th June, 2013, the Company has utilized Rs. 142.72 lakhs from the IPO proceeds for the acquisition of equipments.

Thus, the Company has utilized Rs. 1530.10 lakhs out of the IPO proceeds of Rs. 1900.66 lakhs plus pre-IPO placement of Rs. 199.99 lakhs, as summarized in the table below:

Amount Rs. in lakhs

Projects As per RHP Utilized upto Balance as on 30-6-2013 30-6-2013

PU Unit 68.28 60.71 7.57

Expansion of Unit I 686.61 142.72 543.89

R&D Center 283.05 283.05 0.00

Lining Plant 169.02 149.93 19.09

Thejo Australia Pty Ltd 642.00 642.00 0.00

General Corporate Purposes 71.14 71.14 0.00

IPO Expenses* 180.55 180.55 0.00

Total 2100.65 1530.10 570.55

* As per RHP.

The unutilized balance of Rs. 570.55 lakhs has been gainfully invested.

Research and Development:

During the year 2012-13, the Company has set up a separate Research and Development Center, independent of the manufacturing unit, at Ponneri, near Chennai. The R&D Center will focus on developing products that meet the needs of the customers. Prior to the setting up of R&D Center, the Company had been carrying out Research & Development activities within the manufacturing unit. The sustained efforts of Research and Development team helped the Company to develop diverse product ranges under varied conditions such as rubberizing of T 72 battle tank tyres, mill liners, high tension belt spilicing compounds that can withstand some of the hardest working conditions in leading mines. The Company has formed an Expert Advisory Committee for R&D headed by Dr. P.M. Bhargava, former Member of National Knowledge Commission and coordinated by Mr. Zachariah George, former Head of R&D at MRF, who is currently heading our R&D initiatives. The Company has applied for the recognition of its R&D Center by the Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India.

SUBSIDIARY COMPANIES

As on date of this Report, the Company has two subsidiaries, namely, Thejo Hatcon Industrial Services Company LLC, Kingdom of Saudi Arabia and Thejo Australia Pty Ltd, Australia. Thejo Hatcon in which the Company has 51% shareholding, has obtained all the statutory approvals and has commenced its operations. Thejo Australia is a Wholly-Owned Subsidiary in which the Company has invested Rs. 8.02 Crore as at 31st March, 2013 - Rs. 6.42 Crore from the funds raised under IPO and the balance of Rs. 1. 6 Crore from internal accruals. Thejo Australia has obtained all the statutory approvals and has commenced its operations.

The Annual Report of the Company includes the Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2013. The same has been prepared as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

In terms of the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 vide General Circular No. 2/2011 in File No. 51/12/2007-CL-III dated 8th February, 2011, the Company has complied with the conditions stipulated therein and has not attached copies of Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies to the Balance Sheet of the Company. The Company will make available these documents and other related information upon request by any Member of the Company. If any Member wishes to inspect the same, it will be available at the Registered Office of the Company during the business hours of any working day of the Company.

PERFORMANCE OF SUBSIDIARY COMPANIES

Thejo Hatcon Industrial Services Company LLC (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period January 2012 to March 2013, Thejo Hatcon achieved a turnover of SAR 21.50 lakhs (Rs. 307.70 lakhs) with a profit of SAR 0.25 lakh (Rs. 3.54 lakhs).

Thejo Australia Pty Limited is a servicing Company, primarily engaged in belt splicing, belt jointing and related activities. Thejo Australia was incorporated in February 2012. During the period from the date of incorporation upto 31st March, 2013, Thejo Australia achieved a turnover of AUD 3.76 lakhs (Rs. 205.46 lakhs) with a loss of AUD 3.85 lakhs (Rs. 205.32 lakhs).

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Your Company is making every effort to utilize energy optimally, avoiding any known wastages. The Company does not fall under any of the industries listed under Rule 2 of The Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and hence, disclosure as per Form A is not applicable.

There is no technological absorption by the Company during the year under review.

DIRECTORS

Mr. V.A. George was appointed by the Board as Additional Director with effect from 15th July, 2013. As per Section 260 of Companies Act, 1956, Mr. George will hold office upto the date of the ensuing Annual General Meeting (AGM). A Resolution for his election as Director of the Company is included in the Notice dated 15thJuly, 2013 convening the Annual General Meeting.

Mr. George has been appointed by the Board as Managing Director for a period of five years with effect from 15th July, 2013 on the terms recommended by the Remuneration Committee, subject to the approval of the Members. Accordingly, a Resolution for obtaining such approval is included in the Notice dated 15th July, 2013, convening the AGM.

Mr. Thomas John, Vice Chairman, retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Mr. Manoj Joseph, Director Marketing, retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Mr. N. Ganga Ram, Non-Executive Independent Director, retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

A brief resume of these Directors and related information are given in the notice convening the AGM. The Directors recommend their appointment / re-appointment as Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm —

i. that in the preparation of the accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the Directors have selected such accounting policies (as mentioned in Significant Accounting Policies under Note 2 of the Annual Accounts) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 and profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv. that the annual accounts for the year ended 31st March, 2013, have been prepared on a going concern basis

PERSONNEL

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees covered therein are to be set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto and if interested in obtaining the information, they may write to the Company Secretary at the Registered Office of the Company.

AUDITORS'' REPORT

The Auditors'' Report for the year ended 31st March, 2013 does not contain any qualification.

AUDITORS

M/s. Joseph & Rajaram, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

COST AUDITORS

The Ministry of Corporate Affairs vide its order No. 52/26/CAB-2010 dated 6th November, 2012 has made it mandatory for companies which are listed on stock exchange or with turnover of more than Rs. 100 crores during the previous financial year and manufacturing any of the products mentioned in the Order to get their cost accounting records audited by a Cost Accountant. As the Order covers engineering machinery (including electrical and electronic products), the Company is required to get its cost accounting records audited by a Cost Accountant or firm of Cost Accountants from the Financial Year commencing on or after 1st January, 2013.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 10th May, 2013 has approved the appointment of M/s. S. Gopalan and Associates as the Cost Auditor of the Company for the Financial Year 2013-14.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Corporate Governance stipulated under Clause 52 of the SME Listing Agreement entered into with the National Stock Exchange of India Ltd. (NSE). A report on Corporate Governance forms part of this Report.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 52 of the SME listing agreement, and have certified the compliance. The certificate is reproduced in the Report on Corporate Governance.

ACKNOWLEDGEMENT

The Directors wish to thank the Company''s bankers for their continued support. The Directors also wish to thank the Company''s customers and stake-holders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.

For and on behalf of the Board

Place : Chennai V.A. GEORGE THOMAS JOHN K.J. JOSEPH

Date : 15th July, 2013 Managing Director Vice Chairman Chairman