TIL LIMITED

ANNUAL
REPORT
2022-23

TIL LIMITED
CIN: L74999WB1974PLC041725
Registered & Corporate Office:
1,Taratolla Road, Garden Reach
Kolkata 700 024, West Bengal, India
Tel: + 91 (033) 2469 3732-6/6497 | 6633 2000/2845
Fax: + 91 (033) 2469 2143/3731
Website: www.tilindia.in
 TIL LIMITED ANNUAL REPORT 2022-23

FORWARD-LOOKING
STATEMENT
In this Annual Report, the forward-looking information if any, is for enabling investors to comprehend our prospects
and take informed investment decisions. This report and other statements - written and oral - that we periodically
make, contain forward-looking statements that set out anticipated results based on the management’s plans and
assumptions. We have tried, wherever possible to identify such statements by using words such as ‘anticipates’,
‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any
discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been
prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccuracies in our
assumptions. Should known or unknown risks or our uncertainties materialize, or should underlying assumptions
prove inaccurate, actual results could vary materially from those anticipated, estimated or projected.

We undertake no obligation to publicly update any forward-looking statements, arising as a result of new information,
future events or otherwise.

CONTENTS
Corporate Information 1
Chairman & Managing Director’s Message 2
Directors’ Report with Annexures 4
Independent Auditor’s Report (Standalone) 60
Financial Section (Standalone) 76
Independent Auditor’s Report (Consolidated) 146
Financial Section (Consolidated) 156
 OVERVIEW STATUTORY REPORTS FINANCIALS

CORPORATE INFORMATION
TIL LIMITED
BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL
Mr. Sumit Mazumder Mr. Sumit Mazumder
Chairman & Managing Director Chairman & Managing Director
Mrs. Manju Mazumder Mr. Sekhar Bhattacharjee
Non-Executive Director Vice President & Company Secretary
Mr. Subir Bhattacharyya Ms. Bipasha Banerjea
Non-Executive Independent Director Chief Financial Officer
(w.e.f. 13th September 2022) (upto 30th May 2023)
Mr. Tulsi Das Banerjee
Non-Executive Independent Director STATUTORY AUDITORS
(w.e.f. 13th September 2022) Singhi & Co., Chartered Accountants
Mr. Shamik Dasgupta
Non-Executive Independent Director SECRETARIAL AUDITORS
(w.e.f. 18th May 2023) T. Chatterjee & Associates, Company Secretaries
Mr. Debasis Bhattacharya
Non-Executive Independent Director
COST AUDITORS
(w.e.f. 18th May 2023) D. Radhakrishnan & Co., Cost Accountants

BOARD COMMITTEES INTERNAL AUDITORS

AUDIT COMMITTEE V. Singhi & Associates, Chartered Accountants
(Re-constituted on 18th May 2023)
Members: REGISTERED OFFICE
Mr. Subir Bhattacharyya - Chairperson 1, Taratolla Road,
Mr. Tulsi Das Banerjee Garden Reach,
Mrs. Manju Mazumder Kolkata 700 024
Mr. Shamik Dasgupta Telephone : (033) 2469 3732 -36 (5 Lines)
Mr. Debasis Bhattacharya (033) 6633 2000 / 2845
NOMINATION & REMUNERATION COMMITTEE E-mail : secretarial.department@tilindia.com
(Re-constituted on 13th September 2022)
Members: REGISTRAR AND SHARE TRANSFER AGENTS
Mr. Tulsi Das Banerjee - Chairperson C B Management Services (P) Limited
Mr. Subir Bhattacharyya P-22, Bondel Road, Kolkata 700 019
Mrs. Manju Mazumder Telephone : (033) 4011 6700 / 6711 / 6718
Email : rta@cbmsl.com
STAKEHOLDERS RELATIONSHIP COMMITTEE
(Re-constituted on 13th September 2022) BANKERS
Members:
Bank of India
Mr. Subir Bhattacharyya - Chairperson
Mr. Sumit Mazumder Union Bank of India
Mrs. Manju Mazumder State Bank of India
Axis Bank Ltd.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE HDFC Bank Ltd.
(Re-constituted on 13th September 2022)
IDBI Bank Ltd.
Members:
Mrs. Manju Mazumder - Chairperson Punjab National Bank
Mr. Sumit Mazumder Indian Bank
Mr. Subir Bhattacharyya South Indian Bank Ltd.

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 TIL LIMITED ANNUAL REPORT 2022-23

CHAIRMAN &
MANAGING DIRECTOR’S
MESSAGE

Dear Shareholders,
I present the 48th Annual Report of your Company for the financial year 2022-2023.
TIL suffered yet another difficult year marked by multiple challenges. While having a strong order
book for cranes, reachstackers and defence equipment, the production bottlenecks, delivery delays,
abysmal supply chain issues, intense pressure on cash flow and crunched resources formed a vicious
cycle. This in turn took a heavy toll on the overall performance. That said, it was also another year
that saw the sheer resilience of team TIL in navigating the continuing adversities - instilling anew
my pride in team TIL. The support and confidence demonstrated by the management, staff and
workers were exemplary and what case histories are written about.

The Management Discussion & Analysis (MDA) section of the Annual Report has detailed out the issues and challenges that
affected your Company’s business performance. The financial statements and notes to accounts sections in the Annual Report
also provide the detailed analysis. Notably, in spite of the negative performance, cash flow challenges, production and delivery
impediments, TIL still remains the preferred choice of customers. This was further reinforced by fresh orders in the year under
review and the total order book as on 31st March 2023 stood at ` 233.70 Crs. In the day and age when loyalty most often
is unpredictable, the consistent trust and goodwill of our customers are cherished assets for which we are truly grateful. The
customers are eagerly awaiting a speedy solution to the current situation, as evident from the growing order backlogs.

In order to mitigate the stressed situation, revive the business operations and ensure financial stability, your Company decided
to induct a strategic investor with the purpose to infuse funds and to take over the management of the Company. This decision
also stems from the fact that after me there is no successor to continue your Company’s business operations.

It was announced in the EGM dated 23rd December 2022, that Indocrest Defence Solutions Private Limited, a part of Gainwell
Group has been identified as the strategic investor. It has the right synergy with TIL’s current product line, possesses domain
expertise in selling and servicing infra equipment and has the best sectoral and customer fit. I am optimistic that the strategic
measure will herald positive tidings and offer substantial opportunities for the revival of your Company. The new investor

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Gainwell Group had earlier acquired the Caterpillar dealership back in 2016 and has been running the business commendably.
They have retained most of the current employees having rich experience and expertise. In other words, the new investor will
hit the ground running.

Looking at the macro environment, India shines on as beacon of optimism, amidst uncertain global growth outlook. The whole
world today is bullish about our nation and its indomitable spirit. It is extremely encouraging to see that the Government’s
focus on creating infrastructure driven growth is gaining momentum. The National Infrastructure Pipeline (NIP), PM Gati Shakti,
National Master Plan, Public Private Partnerships and Atmanirbhar initiatives are laudable measures that have significantly
accelerated infrastructure development, driving the country to higher growth trajectory.

The Construction Equipment (CE) sector too is showing an

upward trend with the ongoing and upcoming project pipeline. In the day and age when loyalty
The Government has undertaken a slew of measures to give
most often is unpredictable, the
a fillip to the road sector growth, removing pre-construction
bottlenecks and expediting project execution. The Centre has consistent trust and goodwill of our
already targeted an increase in highway construction in the customers are cherished assets for
current fiscal and the National Highways Authority has planned which we are truly grateful.
to award 6,000 km in 2023-24 under HAM and EPC modes.
There is also a strong focus on leveraging the full potential of
the port sector. The Sagarmala project, Maritime India Vision 2030 are playing key roles in developing port infrastructure. This
in turn is expected to strongly position your Company to capitalize on the opportunities in the Infra, CE and Port sectors.

Defence having a crucial national significance is another potential area for your Company. The Government’s efforts to reducing
import dependency, encouraging self-reliance are very positive signals on the defence front. Your Company is proud to have
been associated with Indian defence since several decades - emerging as a preferred choice of our nation’s defence sector. As
outlined in the MDA, the defence orders received by your Company is more than 50% of the total order book and TIL continues
to put laser focus on leveraging the defence opportunities.

Going forward, TIL with the new investor in place will be strongly positioned to continue its 79 years of legacy, ensuring revival
in the business performance and expansion that will benefit all stakeholders.The induction of Gainwell will also make sure that
TIL remains a trusted and preferred partner in the domestic and global infrastructure landscape.

On behalf of the Company, I extend my gratitude to the Directors of the Board for their guidance and encouragement. I
also take this opportunity to express my gratitude to all our customers, employees, bankers and suppliers for their enduring
support. And finally yet importantly, I extend my sincere appreciation to all our shareholders for their continued support and
trust reposed in us.

Warm Regards,
Sumit Mazumder
Chairman & Managing Director

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 TIL LIMITED ANNUAL REPORT 2022-23

TIL LIMITED

DIRECTORS’ REPORT
TO THE SHAREHOLDERS
Your Directors present the 48th Annual Report together with the Audited Financial Statements for the year ended 31st March
2023 as under:

FINANCIAL RESULTS (` in Crs.)

For the year For the year
ended 31.03.2023 ended 31.03.2022
Revenue from Operations 43.83 64.99
Other Income 10.86 24.27
Total Revenue 54.69 89.26
Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) (46.9) (357.36)
Depreciation & Amortization 8.95 9.95
Interest 36.24 36.16
Profit/(Loss) Before Exceptional Items and Tax (92.09) (143.94)
Exceptional Items -- (259.53)
Profit/(Loss) Before Tax (92.09) (403.47)
Tax Provision (3.81) 13.01
Profit/(Loss) After Tax (88.28) (416.48)
Other Comprehensive Income/(Expenditure) for the year (0.73) (0.51)
Total Comprehensive Income/(Expenditure) for the year (89.01) (416.99)

HIGHLIGHTS OF COMPANY’S PERFORMANCE

On a standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year
under review stood at ` 54.69 Crs. vis-à-vis ` 89.26 Crs. in the previous year. Operating loss of the Company for the year under
review was ` 92.09 Crs. as compared to an operating loss of ` 143.94 Crs.in the previous year. The Company booked loss
(after tax) of ` 88.28 Crs. during the year under review against loss ` 416.48 Crs. during the previous year which also included
an exceptional loss of ` 259.53 Crs.
The consolidated turnover of your Company’s Group including income from operations (gross) and other income during the
year ended 31st March 2023 stood at ` 50.53 Crs. compared to ` 77.13 Crs. in the previous year. The Group incurred a loss of
` 94.72 Crs. during the year under review as compared to a loss of ` 158.63 Crs. in the previous year. The overall loss before
tax during the year under review was ` 94.72 Crs. against a loss of ` 418.16 Crs. in the previous year.
In spite of the distressed financial results during the year under review, the Company continues to have a healthy order book
position as on 31st March 2023 amounting to ` 207.80 Crs. for supply of equipment to the Defence Sector as well as to Private
Enterprises and ` 25.90 Crs. towards supply of spares and provision of customer support services.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

FOREIGN SUBSIDIARY COMPANY

The Foreign Subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a revenue of ` 0.10 Cr. during the year under review as
compared to previous year’s revenue of ` 2.74 Crs. It registered a loss of ` 5 Crs. after tax during the year under review
compared to a profit of ` 0.15 Cr. after tax in the previous year.

FINANCE
After adjusting loss for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has decreased
from ` (213.09) Crs. to ` (302.10) Crs. and the shareholders’ fund decreased from ` (203.06) Crs. to ` (292.07) Crs. as at
31st March 2023 respectively.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and applicable Indian Accounting
Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2022-23, together with the
Auditors’ Report, form part of this Annual Report. The Consolidated Financial Statements have been prepared on the basis of
Audited Financial Statements of the Company and its Subsidiary Company as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement in the prescribed Form AOC-1 containing the salient
features of the Financial Statements of the Company’s Subsidiary is also provided in this Annual Report.

The accounts of the Company’s Subsidiary are also uploaded on the website of the Company, www.tilindia.in.

DIVIDEND
As the Company had no profits during the financial year ended 31st March 2023, the Board does not recommend payment
of any Dividend.

FINANCIAL RESTRUCTURING PROPOSAL

During the year under review, the lenders have continued to extend ‘Holding on Operations’ to the Company through the
‘Trust & Retention Account’ being operated with the Lead Bank of the Consortium viz., Bank of India (‘BOI’). The Company had
been in discussion with the lenders for fund raising through an Investor and also for resolution of debts.

In November, 2022, the Company had received a proposal from Indocrest Defence Solutions Private Limited (“Investor”),
a private limited company and having its registered office at 802, 8th Floor, Kailash Building 26, Kasturba Gandhi Marg,
New Delhi 110001, India, for infusion of capital in the Company to meet its business requirement and for restructuring the
obligations of the Company under the Facilities in accordance with the Reserve Bank of India (Prudential Framework for
Resolution of Stressed Assets) Directions, 2019 issued by the Reserve Bank of India (RBI) vide its circular dated 7th June 2019.

Accordingly, the Board of Directors at its meeting held on 26th November 2022 approved (i) execution of an Investment
Agreement by the Company with the Investor and the Promoters of the Company and (ii) issue/allotment of equity shares to the
Investor under Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“Regulation”) subject to necessary approval from the Shareholders and other Regulatory Authorities.

The Company, on 28th November 2022, had submitted a Resolution Plan with the Lenders in accordance with the aforesaid RBI
Circular under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019. Approval of

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 TIL LIMITED ANNUAL REPORT 2022-23

the Shareholders for issue and allotment of 7,496,592 equity shares of face value of ` 10/- each at a price of ` 92.40 (Rupees
Ninety Two and Forty Paisa) per share as determined under the aforesaid Regulation for cash consideration to the Investor
aggregating to amount up to ` 692,685,101 (Rupees Sixty Nine Crore Twenty Six Lakh Eighty Five Thousand One Hundred One)
by way of preferential allotment on a private placement basis has been received on 23rd December 2022. The Resolution Plan
is under discussion with the Lenders of the Company.

As reported earlier, BOI had filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the
National Company Law Tribunal on 28th September 2022 and the same is pending for admission.

As a result of booking of losses during the year under review, the net worth of the Company continues to be negative.
However, considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed
resolution plan and considering the sales orders in hand, the Company is of the opinion that the material uncertainties are
expected to be mitigated and hence the Standalone Financial Results have been prepared on a going concern basis.

SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March 2023 was ` 100,302,650/- divided into 10,030,265 equity
shares of face value of ` 10/- each. The Company has neither issued any class of shares nor was there any buy-back of shares
during the year under review. Further, the Company does not have any stock option scheme for its employees.

GENERAL RESERVE
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March 2023.

DEPOSITS
During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on
31st March 2023.

BOARD OF DIRECTORS
As on 31st March 2023, the Board of Directors of the Company consisted of the following Members:

NAME OF DIRECTORS DESIGNATION DIN

MR. SUMIT MAZUMDER Chairman & Managing Director 00116654
MRS. MANJU MAZUMDER Non-Executive Director 00743164
MR. SUBIR BHATTACHARYYA Non-Executive Independent Director 09711826
MR. TULSI DAS BANERJEE Non-Executive Independent Director 03573211

During the year Mr. R. L. Gaggar and Mr. G. Swarup had resigned as Independent Directors which was noted by the Board on
13th September 2022. LIC of India withdrew the nomination of its nominee namely, Mr. D. K. Banerjee from the Board of the
Company and the same was also noted on 13th September 2022.
The Board has appointed Mr. Subir Bhattacharyya (DIN 09711826) and Mr. Tulsi Das Banerjee (DIN 03573211) as the Independent
Directors of the Company with effect from 13th September 2022.
As per Regulation 17(1) of SEBI Listing Regulations, the Board of Directors of the top 2,000 listed entities (which includes
your Company) should consist of not less than 6 (six) Directors. However, with the resignation of Independent and Nominee

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Directors as aforesaid during the year, the composition of the Board reduced to four Directors as on 31st March 2023. The
shortfall in Directors has since been regularized by inducting the following Independent Directors on the Board of the Company
with effect from 18th May 2023:
1. Mr. Shamik Dasgupta (DIN 01127296)
2. Mr. Debasis Bhattacharya (DIN 00561865)
As per the Articles of Association of the Company, Mr. Sumit Mazumder retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Mrs. Manju Mazumder, Non Executive Director of the Company shall be attaining the age of 75 years in October, 2023. In view
of the same and pursuant to Regulation 17(1A) of SEBI Listing Regulations, a special resolution is required to be passed at the
forthcoming Annual General Meeting to continue her Directorship.
Necessary information pursuant to the SEBI Listing Regulations in respect of Directors’ appointment, re-appointment, etc. at
the forthcoming Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting and
have also been disclosed under the Corporate Governance Report forming a part of this Report.
In terms of the disclosure received from the Directors, none of them are disqualified from being appointed as Directors under
Section 164(2) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

The term of Mr. Sekhar Bhattacharjee as the Company Secretary has been extended by six months from 1st April 2023 to
30th September 2023. Ms. Bipasha Banerjea has resigned as the Chief Financial Officer of the Company on 26th May 2023
which shall be effective from 31st May 2023.
Presently, the Key Managerial Personnel of the Company are as under:
1. Mr. Sumit Mazumder, Chairman and Managing Director;
2. Mr. Sekhar Bhattacharjee, Vice President - Company Secretary & Compliance Officer; and
3. Ms. Bipasha Banerjea, Chief Financial Officer (upto 30th May 2023)

BOARD MEETINGS
The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from
other items of business. The Board and Committee Meetings are pre-scheduled and a tentative annual calendar of the
Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure
meaningful participation at the meetings.

During the year under review six (6) Board Meetings were convened and held, the details of which are given in the Corporate
Governance Report. However, there has been delays in holding Board Meetings within a gap of 120 days as prescribed under
Regulation 17(2) of SEBI Listing Regulations for the first and second quarters due to initiation of a management audit at the
behest of a Promoter in April, 2022.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors
has constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and Management Committee.

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 TIL LIMITED ANNUAL REPORT 2022-23

The details of composition, meetings held during the financial year 2022-23, terms of reference, etc., pertaining to said
committees are mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meetings of the Independent Directors held in terms of Schedule IV to the Companies Act, 2013 and
Regulation 25(3) of the SEBI Listing Regulations are given in the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on
Meetings of the Board of Directors (SS-1) issued by The Institute of Company Secretaries of India (ICSI) except that there has
been delays in holding Board Meetings within a gap of 120 days for the first and second quarters of the year under review due
to initiation of a management audit at the behest of a Promoter in April, 2022. However, the Company has duly complied with
the applicable provisions of the Secretarial Standards on General Meetings (SS-2).

BOARD EVALUATION
The Nomination and Remuneration Committee and the Board of Directors have reviewed the evaluation of performance of
the Board as a whole, various Board Committees and also of the individual Directors. The manner in which the evaluation had
been carried out is disclosed in the Corporate Governance Report attached to this Report.

STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the Company together with SWOT analysis has been given in the Management Discussion & Analysis
section which forms a part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions
of the SEBI Listing Regulations, the Directors of the Board state that:

i. in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profits of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. 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

vi. 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.

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DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors on the Board have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and they also comply with
Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. In the opinion of
the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the SEBI Listing Regulations
and are independent of the management.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations,
procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records
and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no
reportable material weakness either in design or in operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company, being in manufacturing business, does not have any policy to give loans, directly or indirectly, to any person or
to other body corporates or give any guarantee or provide any security in connection with a loan, covered under the provisions
of Section 186 of the Companies Act, 2013, to any other body corporate except for its subsidiary as and when required. The
Company also did not make any investment in securities of any other body corporate during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered during the financial year were in the ordinary course of business and on arm’s
length basis. There were no materially significant related party transactions entered into by the Company with its Promoters,
Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
All related party transactions were placed before the Audit Committee for review and approval. Prior omnibus approval was
also obtained from the Audit Committee for related party transactions which are of repetitive nature and which can be
foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus
approval of the Audit Committee.
The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors are available on the
Company’s website under the following weblink:
https://www.tilindia.in/investor-relations/related-party-transaction-policy
The details of the related party transactions are set out in the notes to the financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS

BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT
Details of material changes and commitments affecting financial positions of the Company between end of the financial
year and the date of this Report have been disclosed under this Report and also under the notes on accounts to the financial
statements.

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 TIL LIMITED ANNUAL REPORT 2022-23

CORPORATE GOVERNANCE
Due to initiation of a management audit at the behest of a Promoter in April, 2022 there were delays in declaration of financial
results for the fourth quarter and financial year ended 31st March 2022 as well as for the first and second quarter results of the
financial year under review as stipulated under the SEBI Listing Regulations. The Stock Exchanges have imposed certain fines on
the Company under the SEBI Listing Regulations for delays in declaring quarterly results, inadequate Board composition during
the year, etc. The Company has applied to the Stock Exchanges requesting for waiver of fines.

Consequent to the delay in declaring the annual financial results by the Company for the year ended 31st March 2022, the
Company was unable to convene the 47th Annual General Meeting (‘AGM’) within the time stipulated under the Companies
Act, 2013. Accordingly, the Company applied before the Registrar of Companies/Ministry of Corporate Affairs seeking
extension of time for holding the AGM which was granted vide letter dated 21st September 2022 for holding the AGM within
30th December 2022. The AGM was held on 21st December 2022.

Further, in terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed report on the Corporate
Governance attached as Annexure I, together with a Certificate for the year ended 31st March 2023 issued by Messrs. Singhi
& Co. (FRN 302049E), Chartered Accountants, Kolkata, the Statutory Auditors of the Company, confirming compliance with
the requirements of the Corporate Governance as specified in SEBI Listing Regulations attached as Annexure II forms part of
this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 22 of
the SEBI Listing Regulations, your Company has in place necessary vigil mechanism through a whistle blower policy, to provide
a formal mechanism to the Directors, employees and stakeholders to report genuine concerns about unethical behavior, actual
or suspected, a fraud or violation of the Company’s Code of Conduct and other issues relating to inappropriate functioning of
the organization. The policy provides for adequate safeguards against victimization of persons who use such mechanism and
provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy is available on the website of the Company under the weblink: https://www.tilindia.in/investor-relations/whistle-
blower-policy.

CREDIT RATING
No Credit Rating was carried out during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with Paragraph B of Schedule V of the SEBI Listing Regulations, the Management Discussion
and Analysis Report is attached as Annexure V and forms an integral part of this Annual Report.

STATUTORY AUDITORS AND THE AUDITOR’S REPORT

In terms of provisions of Section 139 of the Companies Act, 2013 read with the provisions of Section 145 thereto, Messrs.
Singhi & Co. (FRN 302049E), Chartered Accountants, the Statutory Auditors of the Company have submitted their Independent
Auditors Report on Standalone and Consolidated Financial Statements of the Company for the year ended 31st March 2023
which forms part of this Annual Report.
No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

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The Board has duly examined the Statutory Auditors’ Report to the accounts and its clarifications regarding the qualified
opinions of the Statutory Auditors on the Financial Statements of the Company are given hereunder:

Standalone Financial Statements

Basis for Qualified Opinion under Independent Auditor’s Report on the Audit of the Standalone Financial
Statements
a) We draw attention to clause (a) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 33 for
not carrying out fair valuation of interest free loans from the promoters/ promoter’s group of companies and other lenders
aggregating to ` 15,885 Lakhs as required under Ind AS-109 and its impact on financial results has not been ascertained
by the Management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on
the Standalone Financial Results.

The Management is of the view that loans received from the promoters/ promoter’s group of companies and other lenders
aggregating to `15,885 Lakhs is interest free as the interest has been waived by respective lenders. Accordingly, there
would be no impact on the Standalone Financial Results as the same are at Fair Value.

b) We draw attention to clause (b) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 34 which
states that the Company has incurred a cash loss of ` 8,314 Lakhs during the year and its net worth is negative as on the
Balance Sheet date. Moreover, the Company’s current liabilities also exceed its current assets as at 31st March 2023. In view
of the acute financial crisis faced by the Company, lenders have declared the loan facilities granted to the Company as a
Non-Performing Asset (NPA). However, the lenders have also extended ‘Holding on Operations’ to the Company through
a ‘Trust & Retention Account’ opened with the Lead Bank of the Consortium namely, Bank of India (‘BOI’). Consequently,
the lead bank, namely Bank of India, has filed a petition under Section 7 of the IBC before the Hon’ble National Company
Law Tribunal (NCLT) on 28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors
approved a resolution plan at its meeting held on 26th November 2022 which had since been submitted with all of TIL’s
Consortium Bankers on 28th November 2022, and which is currently under discussion. Considering these developments,
the matter had been adjourned by NCLT from time to time; with the next date of hearing being 19th June 2023.

The above situation indicates that a material uncertainty exists that may cast significant doubt on the Company’s ability
to continue as a going concern. However, the Management of the Company has been considering the feasibility and
effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering
the sales orders in hand, the Management has concluded that the material uncertainties are expected to be mitigated
and hence the standalone financial results have been prepared on a going concern basis. The appropriateness of the
assumption of going concern is dependent on successful outcome of proposed investment by the investor and proposed
resolution plan as stated above. Hence, we are unable to comment on whether the Company will be able to continue as
Going Concern.

The Management of the Company has been considering the feasibility and effectiveness of certain planned actions
including proposed investment and proposed resolution plan and considering the sales orders in hand, the Management
has concluded that the material uncertainties are expected to be mitigated and hence the Standalone Financial Results
have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on
successful outcome of the proposed resolution plan and subsequent investment by the investor as stated.

c) We draw attention to clause (c) of the Basis for Qualified Opinion under Independent Auditors Report at Note No.
10.1 regarding carry forward of Minimum Alternate Tax Credit of ` 3,026 Lakhs as on 31st March 2023 (a component
of deferred tax asset in the financial statements) which was accounted for in the earlier years. In the opinion of the
Management, sufficient future taxable profit will be available against which these unused tax credits can be utilized within

11
 TIL LIMITED ANNUAL REPORT 2022-23

the stipulated period under the provisions of Income Tax Act 1961. However, we are unable to comment for utilization of
said MAT credit in absence of basis for reasonable certainty supported by convincing evidence.

The Management is of the view that the successful outcome of the proposed resolution plan and subsequent investment
by the investor shall support the execution of orders in hand; enabling the Company to generate sufficient future taxable
profits. Therefore the Management believes that the unused tax credits can be utilized against such future taxable profits
within the stipulated period under the provisions of Income Tax Act 1961.

d) We draw attention to clause (d) of the Basis for Qualified Opinion under Independent Auditors Report at Note No.
12.5 regarding Stock in Transit which includes materials valuing ` 3,248 Lakhs lying in Bonded Warehouse/at Port
as on 31st March 2023 which also includes ` 3,234 Lakhs imported in earlier years. These inventories could not
be released from the authorities due to non-payment of custom duty, other charges etc. and as explained, due
to this confirmation was also not received. The Management does not expect any material loss on account of any
obsolescence in these said stocks due to passage of time and no provision is considered necessary. However, as these
materials are lying for a considerable period of time and due to non-availability of its technical assessment, we are
unable to comment whether any provision for obsolescence is required in this regard.

The Management has responded that Stock in Transit could not be released due to non-payment of custom duty, other
charges, etc. This situation has arisen due to pandemic induced acute liquidity constraint. However, the Management
does not expect any material loss on account of any obsolescence in these stocks due to passage of time and no provision
is considered necessary.

e) We draw attention to clause (e) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 35
regarding an enquiry by “Directorate of Revenue Intelligence & Enforcement” (DRI) which has been ongoing since June
2021 in respect to certain trading transactions and other matters related to earlier years and the Company has since
complied with the requirements of the DRI. On 7th November 2022 and 10th November 2022, the Company received
an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations
based on the investigation report. These demand intimations were for FY 2019-20 and for FY 2020-21 for payment of tax/
interest/penalty amounting to ` 928.90 Lakhs and ` 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and
a reply to such intimations had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023,
Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company.
A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company
on 17th April 2023. Also, a reply to the Show Cause Notice was submitted to the GST Authorities on 8th May 2023.
On the same day, i.e., 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to
` 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have
merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions
under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the Management.

The Management has responded that reply to intimations received from GST authorities had been filed by the Company
on 17th January, 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued
u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to
which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause notice
was submitted to the GST Authorities on 8th May 2023. On the same day, i.e., on 8th May 2023, an Order was issued
by the GST authorities for tax, interest, and penalty adding to ` 958.97 Lakhs for FY 2019-20. The Management of the
Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this
order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view
of this, no provision is considered necessary by the Management.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

f) We draw attention to clause (f) of the Basis for Qualified Opinion under Independent Auditors Report wherein Trade
receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to ` 3,019 Lakhs, ` 1,050
Lakhs, ` 12,542 Lakhs and ` 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Company could
not get necessary confirmations from the respective parties and due to no material subsequent movement in such
balances, alternate procedure to verify those balances could also not be performed. Further, the Company could not get
confirmations for Loans from bodies corporate to the extent of ` 897 Lakhs lying outstanding as on 31st March 2023.
Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said
balances as on 31st March 2023 and related impact on these Standalone Financial Results.

The Management is of the view that the outstanding balances of Trade receivables, Advances to Suppliers, Trade Payable
and Advances from customers amounting to ` 3,019 Lakhs, ` 1,050 Lakhs, ` 12,542 Lakhs and ` 3,494 Lakhs respectively
as on the Balance Sheet date are correctly recorded by the Company. Trade Payable consists of supplier’s liability, employee
related liability, and provisions for expenses, etc. Balance confirmation from the respective parties are awaited. Further, the
Management is also expecting recovery of the outstanding trade receivables and advances to suppliers as stated above.
Further, the loans from body corporates for which confirmations have not been received are correct.

Consolidated Financial Statements

All the qualifications on Consolidated Financial Statements appearing at Clauses (a) to (f) under ‘basis for qualified opinion’
under Independent Auditors Report are similar to that of the qualifications under Standalone Financial Statements and have
been explained in detail in the foregoing paragraphs under ‘Standalone Financial Statements’.
The Board is of the opinion that the details provided in the foregoing paragraphs are self-explanatory and do not call for further
information.

SECRETARIAL AUDITORS AND THE SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204(1) of the Companies Act, 2013 read with the SEBI Listing Regulations, the Secretarial
Audit Report, the Secretarial Compliance Report and the Non-Disqualification Certificate of Directors issued by the Secretarial
Auditors, Messrs. T. Chatterjee & Associates, Practicing Company Secretaries (FRN: P2007WB067100) for the financial year
2022-23 are annexed as Annexure III and forms part of this Report. Observations and qualifications of the Secretarial Auditor
have been disclosed in their Reports.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. T. Chatterjee and Associates,
Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24. The Company has
received consent from the Secretarial Auditors relating to the said re-appointment.

COST AUDITORS AND THE COST AUDIT REPORT

The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018) have submitted the Cost Audit Report
within the time limit prescribed under the Companies Act, 2013 and the Rules made thereunder.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as
amended, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. D. Radhakrishnan &
Co., Cost Accountants, to conduct the cost audit relating to products manufactured by the Company falling under the applicable
Tariff heading, for the financial year 2023-24 at a remuneration of ` 120,000/- (Rupees One Lakh Twenty Thousand only) per
annum, subject to ratification by the Shareholders at the 48th Annual General Meeting. A resolution seeking ratification of the
remuneration payable to Cost Auditors form part of the Notice convening the 48th Annual General Meeting. The Company has
received consent from Messrs. D. Radhakrishnan & Co. for their re-appointment.

13
 TIL LIMITED ANNUAL REPORT 2022-23

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo in the prescribed format is attached as Annexure VI and forms a part of this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE
There were no significant material orders passed by the regulators/courts/tribunals which is likely to impact the going concern
status of the Company and its future operations. However, Shareholders’ attention are drawn to the notes on accounts to the
financial statements including contingent liabilities and commitments.

HUMAN RESOURCE
Due to subdued business performance during the year, recruitment was absolute minimum and only for critical positions.
However, technical trainings were imparted to customers through digital and online modules. The Company also carried out
troubleshooting for maximizing machine life, optimizing productivity and ensuring maximum return on customers’ investment.

As on 31st March 2023, the employee strength of your Company stood at 653.

PARTICULARS OF EMPLOYEES
The particulars of employees as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, are attached as Annexure VII and forms part
of this Report.

However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on
employees’ particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, and are available for inspection by the Shareholders at the registered office of the Company during business hours
on working days of the Company upto the date of the ensuing 48th Annual General Meeting. Any Shareholder interested in
obtaining a copy of the said information may write to the Company at its Registered Office.

CONFIRMATION OF COMPLIANCE ON PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE
Your Company is committed to provide a safe and secure environment to its women employees across its functions and has
in place a Policy on “Prevention, Prohibition & Redressal of Sexual Harassment at Workplace” and also an Internal Complaints
Committee (ICC) as envisaged under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder.

During the year under review, no complaints relating to sexual harassment were reported either with the ICC or with the
Company.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of
the Company for the Financial Year 31st March 2023 is uploaded on the website of the Company and can be accessed at
https://www.tilindia.in/investor-relations/annual-return/.

COMPLIANCE WITH CODE OF CONDUCT

All Directors and senior management personnel have affirmed compliance with the code of conduct of the Company. A
declaration to that effect signed by the Chairman and Managing Director as stipulated under Regulation 34(3) read with
Part D of Schedule V to the SEBI Listing Regulations, for the year ended 31st March 2023 is attached as Annexure VIII and
forms a part of this Report.

ANNEXURES FORMING PART OF THIS REPORT

The following Annexures referred to in this Report and other information which are required to be disclosed are attached
herewith and forms part of this Report:

ANNEXURE PARTICULARS
I Report on Corporate Governance
II Auditor’s Certificate on Corporate Governance
III Secretarial Audit Report, Secretarial Compliance Report and Certificate of Non-Disqualification of Directors
IV Annual Report on Corporate Social Responsibility (CSR) activities
V Management Discussion and Analysis Report
VI Prescribed Particulars on Conservation of Energy, Foreign Exchange earnings and outgo, etc.
VII Particulars of Employees
Managing Director's Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI
VIII (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to compliance with the
Code of Conduct.

APPRECIATION
Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, bankers, regulators, investors
and all other stakeholders for their sincere co-operation, support and dedicated services towards the performance of the
Company. Your Directors also thank the Government of India, State Governments and the concerned Government Departments
for extending their support and co-operation.

For and on behalf of the Board of Directors

Kolkata Sumit Mazumder
26th May 2023 Chairman & Managing Director

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 TIL LIMITED ANNUAL REPORT 2022-23

ANNEXURE I

CORPORATE
GOVERNANCE REPORT

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company aims at maintaining a high standard of corporate governance. Its philosophy on corporate governance envisages
the attainment of transparency, accountability and equity in all facets of its operations and in its interactions with its stakeholders,
including shareholders, employees, lenders, and the government. The Company believes in the underlying goal of enhancing
overall stakeholder value over a sustained period of time. It discloses information regarding its financial position, performance
and other vital matters with transparency and fairness on a timely basis and is also incompliance with the requirements
as specified in paragraph C of Schedule V to the Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time to time (SEBI Listing Regulations), read with the Companies Act, 2013
(Act). The Company hereby submits a report on the matters mentioned in the said provisions as stated below.

BOARD OF DIRECTORS
The Board of Directors of the Company is entrusted with the ultimate responsibility of the management, direction and
performance of the Company and represents an appropriate mix of professionalism, knowledge and experience to guide the
Company in achieving its objectives in a sustainable manner for long term value creation for all stakeholders.

Composition of the Board

As on the date of this report the Board comprises 6 (six) Members of whom 1 (one) is an Executive Director being the Chairman
and Managing Director, 4 (four) Non-Executive Independent Directors and 1 (one) Non-Executive Director respectively. The
composition of the Board is in conformity with the provisions of the Act and SEBI Listing Regulations enjoining specified
combination of Executive and Non-Executive Directors with Woman Director.

None of the Directors of the Company has inter-se relationship except Mr. Sumit Mazumder and Mrs. Manju Mazumder who
are relatives in terms of Section 2(77) of the Act read with the Companies (Specification of definitions details) Rules, 2014, as
amended.

None of the Directors on the Board of the Company is a Director in more than 7 (seven) listed companies or Independent
Directors in more than 7 (seven) listed companies as per Regulation 17A of SEBI Listing Regulations or member in more than
10 (ten) Committees and Chairperson of more than 5 (five) Committees across all public limited companies (listed or unlisted)
in India of which they are Directors as specified in Regulation 26 of the SEBI Listing Regulations.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Composition, Category, Directorship(s) and Committee Membership(s)/Chairmanship(s) in other Companies as on

31st March 2023

Committee Positions held

Directorships in other Companies##
Category of No. of
Name of Directors DIN held in other
Directors Shares held
Companies# As As
Chairperson Member
Mr. Sumit Mazumder Executive 00116654 - - - 767,447
Chairman &
Managing Director
Mrs. Manju Mazumder Non- Executive 00743164 - - - 9,200
Director
Mr. Subir Bhattacharyya Non-Executive 09711826 - - - -
Director* Independent
Mr. Tulsi Das Banerjee Non-Executive 03573211 - - - -
Director* Independent
#Exclude directorship in Foreign Companies, Private Companies and Companies under Section 8 of the Act.
##Only Audit Committee and Stakeholders Relationship Committee are considered as per Regulation 26(1)(b) of SEBI Listing Regulations.
*Mr. Subir Bhattacharyya and Mr. Tulsi Das Banerjee were appointed on the Board w.e.f.13th September 2022.

Directorships in Listed Entities other than TIL Limited and the Category of Directorships as on 31st March 2023 are as follows:

Name of Directors Directorships held in Listed Companies Category of Directorship

Mr. Sumit Mazumder Nil Nil
Mrs. Manju Mazumder Nil Nil
Mr. Subir Bhattacharyya Nil Nil
Mr. Tulsi Das Banerjee Nil Nil

Appointment, Re-appointment, etc. of Directors & Key Managerial Personnel

During the year under review, Mr. R. L. Gaggar, Independent Director, resigned from the Board on health grounds and
Mr. G. Swarup, Independent Director, also resigned from the Board due to personal reasons.
Both the resignations were noted by the Board on 13th September 2022. LIC of India withdrew the nomination of its nominee,
Mr. D. K. Banerjee from the Board of the Company which was also noted by the Board on 13th September 2022.
The Board had appointed Mr. Subir Bhattacharyya (DIN 09711826) and Mr. Tulsi Das Banerjee (DIN 03573211) as Independent
Directors with effect from 13th September, 2022. As per the provisions of the Act read with the SEBI Listing Regulations and
both the appointments were approved by the Shareholders at the 47th Annual General Meeting (AGM) of the Company by
way of special resolutions.
In terms of Regulation 17(1)(c) of SEBI Listing Regulations, the Board of Directors of the top 2,000 listed entities (which includes
your Company) should comprise of not less than 6 (six) Directors. However, with the resignation of Independent and Nominee
Directors as aforesaid during the year, the composition of the Board reduced to four Directors as on 31st March 2023. The
shortfall in Directors has since been regularized by inducting the following Independent Directors on the Board of the Company
with effect from 18th May 2023:
1. Mr. Shamik Dasgupta (DIN 01127296)
2. Mr. Debasis Bhattacharya (DIN 00561865)

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 TIL LIMITED ANNUAL REPORT 2022-23

Mr. Sumit Mazumder retires by rotation in accordance with the provisions of the Act and being eligible offers himself for
re-appointment at the ensuing AGM.

Mrs. Manju Mazumder, Non Executive Director of the Company shall be attaining the age of 75 years in October, 2023. In view
of the same and pursuant to Regulation 17(1A) of SEBI Listing Regulations, a special resolution has been proposed to be passed
at the forthcoming AGM to continue her Directorship.

The aforesaid appointments and re-appointments of Directors are proposed to be placed for approval of the Shareholders
at the ensuing AGM of the Company, details of which are included in the Notice of the AGM read with the Notes and the
Explanatory Statement thereto.

Ms. Bipasha Banerjea has resigned as the Chief Financial Officer of the Company on 26th May 2023 which shall be effective
from 31st May 2023.

Mr. Sekhar Bhattacharjee was superannuated on 31st March 2022 and his term as the Company Secretary was extended till
31st March 2023. His term has further been extended by six months from 1st April 2023 to 30th September 2023.

A Chart/Matrix setting out the Skills/Expertise and Competencies of the Board of Directors
In terms of Para C(2), Schedule V to the SEBI Listing Regulations, the Board of Directors has identified the core skills/expertise/
competencies which are desirable for effective functioning of the Company and its sector. Accordingly, the details of such
skills possessed by the Directors being members of the Board as on 31st March 2023 are as under:

Mr. Sumit Mrs. Manju Mr. Subir Mr. Tulsi Das

Skill/Expertise/Competencies
Mazumder Mazumder Bhattacharyya Banerjee
Industry Knowledge & Experience
a. Infrastructure/Heavy Equipment Manufacturing
Industry Experience
b. Infrastructure/Heavy Equipment Manufacturing
Industry Knowledge
Technical & Financial Skill and Experience
a. Engineering & Technology
b. Strategy & Planning
c. Research & Development
d. Finance & Audit
e. Risk Management
f. Information Technology
g. Industrial Relations & Human Resource
Management
h. Statutory Compliance
Behavioral Competencies
a. Decision Making
b. Leadership
c. Analysis and use of Information

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Independent Directors
During the year under review, Mr. R. L. Gaggar and Mr. G. Swarup, Independent Directors, resigned from the Board on health
grounds and personal reasons respectively and the said resignations were noted at the Board Meeting held on 13th September
2022. As on 31st March 2023, the Board consisted of 2 (two) Independent Directors namely, Mr. Subir Bhattacharyya and
Mr. Tulsi Das Banerjee who were appointed on the Board with effect from 13th September 2022. The maximum tenure of the
Independent Directors is in compliance with the Act. The Independent Directors comply with the definition of Independent
Directors in terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and
have given a declaration to this effect as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8)
of the SEBI Listing Regulations. As on the date of this Report, with the induction of Mr. Shamik Dasgupta and Mr. Debasis
Bhattacharya on the Board with effect from 18th May 2023 the Board consists of 4 (four) Independent Directors.

Independent Directors’ Meeting

Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations mandates the Independent Directors
of the Company to hold at least one meeting in every financial year, without the attendance of Non-Independent Directors and
members of the management. Accordingly, exclusive meetings of the Independent Directors of the Company were held on
26th November 2022 and 30th March 2023. The Directors evaluated the performance of the Chairman and the Board as a whole
including the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

Familiarization Programs imparted to Independent Directors

The Independent Directors of the Company are accomplished professionals and are well acquainted with the nature of the
industry, business model and other aspects of the Company. The Company has already familiarized the Independent Directors
with regard to their roles and responsibilities, industry outlook, business strategy, Company’s operations, etc. Periodical updates
on applicable statutes, Company’s policies, procedures and practices are presented to the Independent Directors from time to
time as part of the familiarization program.
The details of familiarization programs for Independent Directors are available on the website of the Company at the
weblink:https://www.tilindia.in/investor-relations/familiarization-programme-for-independent-directors.

Code of Conduct
The Company has adopted a Code of Conduct applicable for the Board of Directors, Senior Managers and all other Employees
of the Company in accordance with Regulation 17(5) of the SEBI Listing Regulations. The Code of Conduct is also available on
the Website of the Company at the weblink:https://www.tilindia.in/about-us/code-of-conduct/.
All Directors and Senior Management have confirmed compliance with the Code of Conduct for the year ended 31st March
2023. A declaration to this effect signed by the Chairman & Managing Director forms part of the Annual Report.

Board Meetings held during the Financial Year 2022-23

During the year ended 31st March 2023, 6 (six) meetings of the Board of Directors were held. All the Board Meetings during
the year were held through physical mode at the registered office of the Company. However, there has been delays in holding
Board Meetings within a gap of 120 days as prescribed under Regulation 17(2) of SEBI Listing Regulations for the first and
second quarters due to initiation of a management audit at the behest of a Promoter in April, 2022. The date and the details
of attendance at the Board Meetings are stated below:
No. of Directors No. of Independent
Sl. No. Date Board Strength
Present Directors Present
1. 13th September 2022 2* 2* 0*
2. 19th September 2022 4 4 2
3. 23rd November 2022 4 4 2

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 TIL LIMITED ANNUAL REPORT 2022-23

No. of Directors No. of Independent

Sl. No. Date Board Strength
Present Directors Present
4. 26th November 2022 4 4 2
5. 15th December 2022 4 4 2
6. 8th February 2023 4 4 2
* At the Board Meeting held on 13th September 2022, resignation of 3 Directors namely, Mr. R. L. Gaggar, Mr. G. Swarup (both Independent
Directors) and Mr. D. K. Banerjee (LIC Nominee Director) were noted. At the same meeting, Mr. Subir Bhattacharyya and Mr. Tulsi Das
Banerjee (being present at the Meeting) were appointed as Independent Directors and consequently the number of Directors present at the
Board Meeting held on 13th September 2022 shall be construed as 4 and No. of Independent Directors present shall be 2.

Directors’ Attendance at the Board Meetings and Annual General Meeting (AGM)
The details of attendance recorded at each of the Board Meetings and also at the Annual General Meeting of the Company
held during the year ended 31st March 2023 are as under:
Attendance at the last AGM held on
Name of Director No. of Board Meetings Attended
21st December 2022
Mr. Sumit Mazumder 6 Yes
Mrs. Manju Mazumder 6 Yes
Mr. Subir Bhattacharyya* 6 Yes
Mr. Tulsi Das Banerjee* 6 Yes
* Mr. Subir Bhattacharyya and Mr. Tulsi Das Banerjee were appointed on the Board w.e.f 13th September 2022 and their attendance have
been considered for the purpose of quorum.

Information provided to the Board

The Board has access to all information relating to the Company. Agenda of the Meeting of the Board of Directors/Committees
are circulated to all the Directors/Committee Members/Invitees prior to the meeting supported with adequate information as
per the requirements of Secretarial Standards-I issued by the Institute of Company Secretaries of India, in a structured format
except unpublished price sensitive information, for an effective and well informed decision making during the meetings. Where
it is not practical to attach any document to the agenda, the same is tabled before the meeting with specific reference to this
effect in the agenda and approval for the same is taken from the Board/Committees, as applicable.
The Company Secretary records minutes of the proceedings of each Board and Committee meetings. Draft minutes are
circulated to Board/Committee Members for their comments.

Role of Company Secretary in the overall Governance Process

The Company Secretary ensures conformity with various regulatory provisions applicable to the Company and makes available
all relevant information, details and documents to the Directors and the Senior Management for effective decision making at
the meetings.

BOARD COMMITTEES
The Board of Directors of the Company has constituted the following Committees:
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholders’ Relationship Committee.
d) Corporate Social Responsibility Committee.
e) Management Committee.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

The constitution and composition, terms of reference, meeting and attendance and other details of these Committees are
detailed hereunder.

AUDIT COMMITTEE
Constitution and Composition
The Audit Committee acts as an interface between the Statutory Auditors and Internal Auditors, the Management and the
Board of Directors. The composition of the Audit Committee, its powers and terms of reference are in alignment with the
provisions of Section 177 of the Act read with the Rules issued thereunder and Regulation 18 of the SEBI Listing Regulations
read with Part C of Schedule II thereto. The Members of the Audit Committee are financially literate and have experience in
financial management. All the recommendations made by the Audit Committee during the year under review were accepted
by the Board.

As on 31st March 2023 the Audit Committee consists of 3 (three) Non-executive Directors namely, Mr. Subir Bhattacharyya
(Chairperson), Mr. Tulsi Das Banerjee (Member) and Mrs. Manju Mazumder (Member).

Subsequently, pursuant to appointment of Mr. Shamik Dasgupta and Mr. Debasis Bhattacharya as Independent Directors on
the Board of the Company, the Audit Committee has been re-constituted with effect from 18th May 2023 to induct both
Mr. Shamik Dasgupta and Mr. Debasis Bhattacharya as Members in the Audit Committee.

The Company Secretary, Mr. Sekhar Bhattacharjee, is the Secretary to the Audit Committee. The Chairman & Managing
Director and the Chief Financial Officer are permanent invitees to all Audit Committee Meetings.

Terms of Reference
The terms of reference of the Committee, inter alia, includes the following:
1) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2) review and monitor the auditor’s independence and performance, and effectiveness of audit process;
3) examination of the financial statement and the auditors’ report thereon;
4) approval of any subsequent modification of transactions of the Company with related parties;
5) scrutiny of inter-corporate loans and investments;
6) valuation of undertakings or assets of the Company, wherever it is necessary;
7) evaluation of internal financial controls and risk management systems; and
8) monitoring the end use of funds raised through public offers and related matters.

Meetings and Attendance

During the year ended 31st March 2023 the Audit Committee met 5 (five) times on 19th September 2022, 23rd November
2022, 26th November 2022, 15th December 2022 and 8th February 2023 respectively. However, there has been delays in
holding Audit Committee Meetings within a gap of 120 days as prescribed under Regulation 18(2)(a) of SEBI Listing Regulations
for the first and second quarters due to initiation of a management audit at the behest of a Promoter in April, 2022.

The Audited Financial Results together with the Audited Financial Statements of the Company for the financial year ended
31st March 2023 were reviewed, considered and recommended by the Audit Committee to the Board at its meeting held on
26th May 2023.

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 TIL LIMITED ANNUAL REPORT 2022-23

The details of attendance of the Members at the said Audit Committee Meetings held during the financial year 2022-23 are
as under:
Name Status Meetings held Meetings attended
Mr. Subir Bhattacharyya Chairperson 5 5
Mr. Tulsi Das Banerjee Member 5 5
Mrs. Manju Mazumder Member 5 5

NOMINATION AND REMUNERATION COMMITTEE

Constitution and Composition
The Committee as on 31st March 2023 comprised two Non-Executive Independent Directors namely, Mr. Tulsi Das Banerjee
(Chairperson) and Mr. Subir Bhattacharyya (Member) and one Non-Executive Director namely, Mrs. Manju Mazumder (Member).
The Company Secretary, Mr. Sekhar Bhattacharjee is the Secretary to the Nomination and Remuneration Committee. The
composition of the Nomination and Remuneration Committee of the Board is in compliance with the provisions of Section 178
of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations.
Terms of Reference
The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per the provisions of
Section 178 of the Companies Act, 2013 read with the SEBI Listing Regulations.
The terms of reference of the Committee, as amended, inter alia, include the following:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other
employees;
2. formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. devising a policy on diversity of board of directors;
4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down and recommend to the board of directors their appointment and removal;
5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors; and
6. recommend to the board, all remunerations, in whatever form, payable to senior management.

Meetings and Attendance

During the financial year 2022-23, the Committee met once on 30th March 2023. The details of attendance of the Members
in the said meetings are as under:
Name Status Meetings held Meetings attended
Mr. Tulsi Das Banerjee Chairperson 1 1
Mr. Subir Bhattacharyya Member 1 1
Mrs. Manju Mazumder Member 1 1

Performance Evaluation of the Board, its Committees and Directors

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the
Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole.
ii. Committees of the Board of Directors.
iii. Individual Directors including the Chairman of the Board of Directors.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the Listing Regulations and
the Guidance Note on Board Evaluation issued by SEBI vide its Circular dated 5th January 2017, the Company has carried out a
Performance Evaluation process internally for the Board/Committees of the Board/Individual Directors including the Chairman
of the Board of Directors for the financial year ended 31st March 2023 through structured questionnaires which complied with
all the criteria of Evaluation as envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation’.
The performance of Directors and the Board as a whole was evaluated by the Nomination and Remuneration Committee and
the Board at its meeting held on 30th March 2023. The performance of the Committees was also evaluated by the Board
seeking inputs from the Committee Members
Based on the feedback, the Board found that the Directors have been diligent and sincere in performance of their duties and
the Board also expressed its satisfaction with the evaluation process and results thereof.
Remuneration to Directors for the Year Ended 31st March 2023 (in `)
Perquisites
Salary Contribution Sitting fees
(computed
[including to Provident
Name of the Director under the Commission
Special Pay/ and other Board Committee
Income Tax
Incentives] Funds Meeting Meeting
Act, 1961)
Mr. Sumit Mazumder 18,300,000 4,800,000 1,593,884 - - -
Mrs. Manju Mazumder - - - - - -
Mr. Subir Bhattacharyya - - - - 120,000 150,000
Mr. Tulsi Das Banerjee - - - - 120,000 120,000

Appointment and Remuneration Policy

The Appointment and Remuneration Policy of the Company illustrates the criteria of making payments to Non-Executive
Directors, Executive Directors and Senior Management Personnel. The Policy is available on the Company’s website under the
weblink https://www.tilindia.in/investor-relations/appointment-remuneration-policy.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution and Composition
As on 31st March 2023, the Committee comprised1 (one) Non-Executive Independent Director namely, Mr. Subir Bhattacharyya
(Chairperson), 1 (one) Whole-time Director namely, Mr. Sumit Mazumder (Member) and 1 (one) Non-Executive Director
namely, Mrs. Manju Mazumder (Member). Mr. Sekhar Bhattacharjee, Company Secretary is the Secretary to the Stakeholders
Relationship Committee. The composition of the Stakeholders Relationship Committee of the Board is in accordance with the
provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the SEBI Listing Regulations.

Terms of Reference
The power, role and broad terms of reference of the Stakeholders Relationship Committee are as per the provisions of Section
178 of the Companies Act, 2013 read with the SEBI Listing Regulations.
The broad terms of reference of the Committee, as amended, inter-alia include the following:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent; and

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 TIL LIMITED ANNUAL REPORT 2022-23

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Meetings and Attendance

During the financial year ended on 31st March 2023 the meeting of the Stakeholders Relationship Committee was held on
30th March 2023. The details of attendance of the Members in the said meeting is as under:

Name Status Meeting(s) held Meeting(s) attended

Mr. Subir Bhattacharyya Chairperson 1 1
Mr. Sumit Mazumder Member 1 1
Mrs. Manju Mazumder Member 1 1

Compliance Officer
The Company Secretary, Mr. Sekhar Bhattacharjee is the Compliance Officer as per the provisions of SEBI Listing Regulations.

Complaints from Shareholders and Pledge of Shares

During the financial year ended 31st March 2023, the Company had received one complaint from a Shareholder during the
quarter ended 31st December 2022 which was resolved within the same quarter and no other complaints were pending or
unresolved as on 31st March 2023.
No pledge has been created over the Equity Shares held by the Promoters during the financial year ended 31st March 2023.

Share Transfer and Certificate Committee

The Board has delegated the powers of approving transmission of shares, sub-division or consolidation of shares and issue
of new/duplicate share certificates to the Share Transfer and Certificate Committee. As on 31st March 2023 the Committee
consists of 1 (one) Directors namely, Mr. Sumit Mazumder (Member) and Mr. Sekhar Bhattacharjee, Company Secretary.
The Committee met 5 (five) times during the year ended 31st March 2023 and approved request for Transmission/Deletion/
Transposition/Change of Name of share certificates and issue of duplicate share certificates lodged with the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Composition
The Committee as on 31st March 2023 consists of 1 (one) Non-Executive Director namely, Mrs. Manju Mazumder
(Chairperson), 1 (one) Executive Director namely, Mr. Sumit Mazumder (Member) and 1 (one) Non-executive Independent
Director namely, Mr. Subir Bhattacharyya (Member). The composition of the Corporate Social Responsibility (‘CSR’) Committee
of the Board is in accordance with the provisions of Section 135 of the Companies Act, 2013. The Company Secretary,
Mr. Sekhar Bhattacharjee is the Secretary to the CSR Committee.

Terms of Reference
The terms of reference of the Committee, inter alia, include the following:
1) recommendation to the Board the activities to be undertaken by the Company as per the CSR Policy and the amount
of expenditure to be incurred on the activities referred in the said policy;
2) monitoring of CSR Policy from time to time; and
3) preparing a transparent monitoring mechanism for ensuring implementation of the projects/programs/activities
proposed to be undertaken by the Company.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Since the average net profit of the Company for the last three years was negative, hence, there was no requirement to
spend any amount on CSR activities during the financial year 2022-23 pursuant to Section 135 of the Companies Act, 2013.
Accordingly, no such CSR activities were carried out during the financial year 2022-23.

Meetings and Attendance

During the financial year ended on 31st March 2023 the meeting of the CSR Committee was held on 30th March 2023. The
details of attendance of the Members in the said meeting is as under:

Name Status Meeting(s) held Meeting(s) attended

Mrs. Manju Mazumder Chairperson 1 1
Mr. Sumit Mazumder Member 1 1
Mr. Subir Bhattacharyya Member 1 1

Management Committee
A Management Committee of the Board of Directors of the Company comprising both Executive Directors and Non-Executive
Directors were constituted on 8th February 2019 with a view to take important business/policy decisions. The Committee
comprises 3 (three) Members namely, Mr. Sumit Mazumder, Mrs. Manju Mazumder and Mr. Subir Bhattacharyya. No meeting
of the Committee was held during the financial year ended on 31st March 2023.

RISK MANAGEMENT
The Company has in place mechanisms with respect to business risk assessment plan and its mitigation procedure which is
subject to review by the Audit Committee and the Board of Directors. Every effort is being made to ensure that the management
is able to control risk through means of a properly defined framework.

SUBSIDIARY COMPANIES
Presently, the Company has one Subsidiary Company viz. TIL Overseas Pte. Ltd. (TILO).
Mr. Sumit Mazumder, Chairman & Managing Director is also on the Board of TILO.
The signed minutes of the Board meetings of the Subsidiary Company are placed at the Board meeting of the Company.
All significant transactions and arrangements entered into by the Subsidiary Company are brought to the notice of the Board
of Directors of the Company.

GENERAL BODY MEETINGS

(a) Location and time of last three Annual General Meetings (AGMs)

Financial Year Date Time Location

2019-2020 11-09-2020 10.00 A.M. Through Video Conference
2020-2021 10-09-2021 10.00 A.M. Through Video Conference
2021-2022 21-12-2022* 10.00 A.M. Through Video Conference
* The Company applied before the Registrar of Companies/Ministry of Corporate Affairs seeking extension of time for holding the AGM
which was granted vide letter dated 21st September 2022 for holding the AGM within 30th December 2022.

(b) Special Resolutions passed at the last three AGMs

Financial Year Item

2019-2020 Re-appointment of Mr. Sumit Mazumder (DIN 00116654) as the Chairman & Managing Director of the
Company for a period of five years with effect from 1st June 2020 to 31st May 2025.

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 TIL LIMITED ANNUAL REPORT 2022-23

(b) Special Resolutions passed at the last three AGMs (contd.)

Financial Year Item

2020-2021 1. Re-appointment of Dr. T. Mukherjee (DIN 00004777) as an Independent Director of the Company for a
further term of five consecutive years w.e.f 1st April 2021.
2. Re-appointment of Ms. Veena Hingarh (DIN 00885567) as an Independent Director of the Company for
a further term of five consecutive years w.e.f 26th March 2021.
2021-2022 1. Appointment of Mr. Subir Bhattacharyya (DIN 09711826), as an Independent Director of the Company
for a term of five consecutive years with effect from 13th September 2022 and also pursuant to
Regulation 17(1A) of SEBI Listing Regulations.
2. Appointment of Mr. Tulsi Das Banerjee (DIN 03573211), as an Independent Director of the Company for
a term of five consecutive years with effect from 13th September 2022.
(c) An Extraordinary General Meeting (EGM) was held by the Company on 23rd December 2022 for issuance of 7,496,592
equity shares of face value of ` 10/- each to Indocrest Defence Solutions Private Limited at a price of ` 92.40 per share
under Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
(d) No Resolution was passed during the financial year 31st March 2023 through Postal Ballot under Section 110 of the
Companies Act, 2013 and Rules framed thereunder.
(e) The Company does not propose to carry out any Special Resolution through Postal Ballot under Section 110 of the
Companies Act, 2013 and Rules framed thereunder on or before the forthcoming AGM.

MEANS OF COMMUNICATION
Financial Results: Prior intimation of the Board Meeting to consider and approve the Unaudited/Audited Financial Results
of the Company is given to the Stock Exchanges and also disseminated on the website of the Company at www.tilindia.in.
The aforesaid Financial Results are immediately intimated to the Stock Exchanges, after the same are approved at the Board
Meeting. The Annual Audited Financial Statements are sent to every Member of the Company in the prescribed manner.
Newspapers/Press Releases: Intimation of Board Meeting, the Financial Results etc. of the Company are normally published
in prominent business newspapers in an English (viz., Financial Express) and in a regional newspaper published in Bengali
(viz., Aajkal).
Website: The website of the Company www.tilindia.in contains a dedicated section “Investor Relations” where all information/
details which are required to be disseminated through the website of the Company as per the provisions of the Companies Act,
2013 and the SEBI Listing Regulations are hosted.
Price Sensitive Information: The Company promptly intimates the Stock Exchanges about all price sensitive information
or such other matters which in the opinion of the Board are material and of relevance to the Shareholders and the same are
simultaneously hosted on the website of the Company at www.tilindia.in.

GENERAL SHAREHOLDER INFORMATION

AGM: Date, Time and Venue
The 48th AGM of the Company shall be held on Tuesday, the 26th September 2023 at 10.00 A.M. through Video Conference
(VC) or Other Audio Visual Means (OAVM). Notice of the 48th AGM is separately provided along with the Annual Report.

Dividend
Due to inadequate profits, the Board of Directors has not recommended any dividend for the financial year ended on
31st March 2023.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Tentative Financial Calendar for 2023-24

The tentative dates of Board Meetings for consideration of quarterly and annual financial results for the financial year 2023-24
are as follows:

Period Date
First Quarter ending 30th June 2023 August, 2023
Second Quarter ending 30th September 2023 November, 2023
Third Quarter ending 31st December 2023 February, 2024
Fourth Quarter and Annual Results for year ending 31st March 2024 May, 2024

Cut-off Date for AGM

The cut-off date to determine the Members entitled to undertake voting electronically on all the resolutions set forth in the
Notice of the AGM by remote e-Voting and also e-Voting during the AGM shall be Tuesday, 19th September 2023.

Listing on Stock Exchanges

Name of the Stock Exchange Address Stock Code

BSE Limited (BSE) Phiroze Jeejeeboy Tower, Dalal Street, Fort, Mumbai - 400 001 505196
Exchange Plaza, 5th Floor, Plot No. C/1, G-Block Bandra -
National Stock Exchange of India Ltd. (NSE) TIL-EQ
Kurla Complex, Bandra (E), Mumbai - 400 051
For dematerialization of equity shares of the Company of face value of ` 10/- each, the International Security Identification
Number (ISIN) allotted to the Company is INE806C01018.
Annual Listing fees for the financial year 2022-23 have been paid to all the Stock Exchanges mentioned above and all the
requirements of the stock exchanges including submission of quarterly reports and certificates were complied with.

Market Price Data

High/Low of market price of the Company’s shares traded on the Stock Exchanges during the year ended 31st March 2023 is
furnished below:

TIL Share price on BSE* BSE (Sensex) TIL Share price on NSE * NSE (Nifty)
Months (`) (Monthly Closing) (`) (Monthly Closing)
High Low High Low
April, 2022 153.20 102.75 58,165.86 153.00 102.05 17,419.36
May, 2022 117.75 98.40 54,436.66 120.85 98.05 16,271.02
June, 2022 118.30 88.55 53,478.91 119.00 88.00 15,933.16
July, 2022 103.55 92.60 54,684.80 104.95 92.30 16,299.02
August, 2022 133.70 93.35 58,990.51 133.80 92.20 17,579.07
September, 2022 133.65 105.10 58,843.43 134.95 105.35 17,544.88
October, 2022 120.50 98.00 58,632.37 121.70 99.75 17,406.87
November, 2022 125.65 82.45 61,631.46 125.90 81.75 18,311.28
December, 2022 207.75 131.90 61,767.33 199.85 132.15 18,385.13
January, 2023 224.00 143.80 60,397.23 220.25 142.65 17,968.75
February, 2023 193.80 140.00 60,345.93 191.90 140.00 17,739.22
March, 2023 166.30 133.05 58,502.47 165.00 132.70 17,225.64
* Where equity shares of the Company are regularly traded.

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 TIL LIMITED ANNUAL REPORT 2022-23

Stock Performance of TIL Limited vs. BSE and NSE Indices:

Sensex Vs Shareprice (April’22 - March’23) Nifty Vs Shareprice (April’22 - March’23)

200.00 20,000.00 200.00
62,000.00 190.00 190.00
180.00 19,000.00 180.00
60,000.00 170.00
170.00
160.00 18,000.00 160.00
58,000.00 150.00
150.00
140.00
56,000.00 140.00 17,000.00 130.00
130.00 120.00
54,000.00 120.00 16,000.00 110.00
52,000.00
110.00 100.00
100.00 15,000.00 90.00
50,000.00 90.00
April May June July Aug Sep Oct Nov Dec Jan Feb Mar
April May June July Aug Sep Oct Nov Dec Jan Feb Mar

BSE Sensex Price Nifty Price

Registrar and Share Transfer Agent

The share management work, both physical and demat, is being handled by the Registrar and Share Transfer Agent of the
Company whose name and address are given below:
C.B. Management Services (P) Ltd.,
P-22, Bondel Road, Kolkata 700 019
Telephone Numbers : 033 4011 6700/2280/6692/3643
Fax Number : 033 4011 6739
E-Mail : rta@cbmsl.com

Share Transfer System

All Shareholders holding shares in physical form have already been advised to take steps to dematerialize the equity shares held
by them since requests for effecting transfer of securities held in physical form shall no longer be processed by the Company
as per circular issued by SEBI.
It is confirmed that there was no request for registration of share transmission or transposition lying pending as on 31st March
2023 and that all requests for issue of new certificates, sub-division or consolidation of shareholdings, etc., received upto
31st March 2023 have since been processed. The Company has an efficient system in place to record and process all requests
for dematerialization and re-materialization of shares of the Company through National Securities Depository Limited (NSDL)/
Central Depository Services (India) Limited (CDSL).
The Company obtains yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer,
sub-division, consolidation etc., and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the SEBI
Listing Regulations. Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing Regulations, confirming that
all activities relating to share transfer facility are maintained by the Registrar and Share Transfer Agent registered with SEBI is
also submitted to the Stock Exchanges on a yearly basis.

Audit Report on Reconciliation of Share Capital

Audit Report on Reconciliation of Share Capital issued by M/s. T. Chatterjee & Associates, Practicing Company Secretaries for
reconciliation of share capital under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, confirming
that the total issued capital of the Company is in agreement with the total number of shares in physical form and total number
of dematerialized shares held with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL), is placed before the Board on a quarterly basis. A copy of the said Audit Report is also submitted to the Stock
Exchanges on quarterly basis where the Company’s shares are listed and are also available on the website of the Company.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Shareholding Pattern as on 31st March 2023

Number of Total Number of
Category of Shareholder % of holding
Shareholders Shares
Shareholding of Promoter and Promoter Group 14 5,646,798 56.30
Mutual Funds/UTI 1 85 0.00
Banks 6 935 0.01
Insurance Companies 3 897,875 8.95
Foreign Portfolio Investors 1 4,591 0.05
Investor Education and Protection Fund 1 69,927 0.69
Individuals 8,150 2,771,674 27.63
Non Resident Individuals 123 44,683 0.45
Foreign Nationals 1 9,103 0.09
Bodies Corporate 91 135,305 1.35
Trust 1 150 0.00
LLP 2 5,200 0.05
Employee 5 547 0.01
Clearing Member 3 2,045 0.02
HUF 177 441,347 4.40
Total* 8,579 10,030,265 100.00
*PAN Merged

Distribution of Shareholding as on 31st March 2023

Range/Category % of Shares to total
No. of Shareholders % of Shareholders No. of Shares held
(Shares) Shares
1-500 7,962 90.96 707,914 7.06
501-1000 404 4.62 310,774 3.10
1001-2000 181 2.07 269,300 2.68
2001-3000 62 0.71 157,153 1.57
3001-4000 30 0.34 106,251 1.06
4001-5000 20 0.23 89,884 0.90
5001-10000 36 0.41 272,232 2.71
10001-50000 34 0.39 889,362 8.87
50001-100000 9 0.10 611,322 6.09
100001 & above 15 0.17 6,616,073 65.96
Total* 8,753 100.00 10,030,265 100.00
*Non PAN Merged

Dematerialization of Shares and Liquidity

The Company’s shares are available for dematerialization/re-materialization with both the Depositories, i.e., NSDL and CDSL.
As on 31st March 2023, 98.72% of the Company’s total shares representing 9,901,621 shares are held in dematerialized form
and 1.28% representing 128,644 shares are in physical form.

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 TIL LIMITED ANNUAL REPORT 2022-23

Status as on 31st March 2023

Particulars No. of Shares No. of Folios % of Capital
NSDL 8,219,189 3,992 81.95
CDSL 1,682,432 4,192 16.77
Physical 128,644 569 1.28
Total 10,030,265 8,753 100.00

Top 10 (Ten) Shareholders as on 31st March 2023

Sl. No. Name of the Shareholder No. of Shares % of holding
1. The Coles Cranes Group Limited 1,930,828 19.25
2. Mr. Sumit Mazumder 767,447 7.65
3. LIC ASM Non Par 726,438 7.24
4. Marbellous Trading Private Limited 457,230 4.56
5. Mahan Eximp Limited 435,955 4.35
6. Girish Gulati HUF 360,480 3.59
7. Supriya Leasing Limited 358,707 3.58
8. Arihant Merchants Limited 318,749 3.18
9. BP Commodities Private Limited 282,500 2.82
10. Sunrise Proteins Limited 265,186 2.64

Transfer of Unclaimed Dividend and Shares to Investor Education & Protection Fund (IEPF)
During the financial year 2022-23, no unclaimed dividend or shares were transferred to Investor Education and Protection Fund.
Mr. Sekhar Bhattacharjee, Company Secretary of the Company is the Nodal Officer for dealing with IEPF matters.
Members whose dividend together with the shares are already transferred to the IEPF Authority are entitled to claim such
unclaimed dividend and shares including benefits, if any, accruing on such shares from the IEPF Authority by making an online
application in Web Form IEPF-5 and sending the physical copy of the same duly signed (as per the specimen signature recorded
with the Company) along with requisite documents at the Registered Office of the Company for verification of their claims.

Credit Ratings
No credit ratings of the financial facilities of the Company were done during the year under review.

Plant Locations
Kamarhatty – 517, B.T. Road, Kolkata 700 058, West Bengal
Sahibabad – Plot No.11, Site-4, Sahibabad Industrial Area,
Ghaziabad 201 010, Uttar Pradesh
Kharagpur – Changual Village, District: Paschim Medinipore, West Bengal

Address for Correspondence

Registered Office:
1, Taratolla Road, Garden Reach, Kolkata 700 024
Phone Nos.: (033) 2469-3732/36 (5 lines)
(033) 6633 2000
Fax Nos.: (033) 2469-2143/2469-3731
Email: secretarial.department@tilindia.com
Website: www.tilindia.in

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 OVERVIEW STATUTORY REPORTS FINANCIALS

DISCLOSURES
a) All transactions entered into with related parties as defined under the Companies Act, 2013 and provisions of the Listing
Regulations during the year were on an arm’s length basis and in the ordinary course of business. These have been placed
and approved by the Audit Committee. The Board of Directors has approved and adopted a Related Party Transactions Policy,
Policy for Determining Material Subsidiaries and Policy on Materiality of Related Party Transactions and the same has been
uploaded on the website of the Company and can be accessed at: https://www.tilindia.in/investor-relations/related-party-
transaction-policy. Further, all the materially significant related party transactions are displayed in Note no. 41 of the Audited
Financial Statement for the financial year ended 31st March 2023.
b) The Company, in general, has been compliant with the requirements of the regulatory authorities on capital markets.
However, due to certain delays in complying with some of the Regulations under the SEBI Listing Regulations, the Stock
Exchanges have imposed certain penalties/strictures on the Company during the year under review. The Company has
already applied for waiver of such penalties/strictures to the Stock Exchanges. The details of penalties imposed by the Stock
Exchanges till 31st March 2023 are tabled below:
Sl. No. Regulation Total Penalty Imposed (`)
1. Regulation 33 825,000
2. Regulation 17(1) 1,630,000
3. Regulation 17(2) 20,000
4. Regulation 17(1A) 198,000
c) Whistle Blower Policy framed by the Company to deal with unethical behavior, victimization, fraud and other grievances or
concerns, if any, is available on the Company’s website (weblink https://www.tilindia.in/investor-relations/whistle-blower-
policy). During the financial year 2022-23 no personnel has been denied access to the Audit Committee to lodge their
grievances.
d) The disclosures in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
have been discussed in the Directors’ Report.
e) All mandatory requirements and all non-mandatory requirements have been appropriately complied with except that the
Company does not send the half-yearly declaration of financial performance including summary of the significant events in
last six-months to each household of Shareholders.
f) The Management Discussion and Analysis Report forms a part of the Directors’ Report.
g) The Board of Directors of the Company has adopted a Policy for determining Material Subsidiaries and the same is available on
the website of the Company (weblink https://www.tilindia.in/investor-relations/policy-for-determining-material-subsidiaries).
h) Disclosure of commodity price risk and commodity hedging activities are not applicable to the Company.
i) There were no loans and advances in the nature of loans to firms/companies in which directors were interested.
j) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under
Regulation 32 (7A) of SEBI Listing Regulations are not applicable to the Company.
k) Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and
all entities in the network firm/network entity of which the statutory auditor is a part are detailed in Note No. 31.1 to the
Standalone Financial Statement.
l) The Board was unable to obtain the recommendation of the Nomination and Remuneration (NRC) Committee prior to
the appointment of Mr. Subir Bhattacharyya and Mr. Tulsi Das Banerjee as Independent Directors of the Company on
13th September 2022 as the composition of the NRC Committee was not in accordance with Section 178 of the Companies
Act, 2013 due to the resignation of Directors during the year.
m) The CEO & CFO Certification for the financial year 2022-23 as required under Regulation 17(8) of the SEBI Listing Regulations
forms part of the Annual Report.

31
 TIL LIMITED ANNUAL REPORT 2022-23

n) The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) prescribed under
Section 133 of the Companies Act, 2013 (the “Act”) read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015 (as amended from time to time).
All the Ind AS issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards)
Rules, 2015 (as amended) till the date the financial statements are approved for issue by the Board of Directors has been
considered in preparing these financial statements.
o) A certificate has been obtained from T. Chatterjee & Associates, Practicing Company Secretaries confirming that none of
the Directors of the Company has been debarred or disqualified by the Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such statutory authority from being appointed or continuing as Directors of the Company and the
same forms part of the Annual Report.
p) The Board of Directors had adopted a Code of Conduct for the members of the Board, Committees and Senior Management
of the Company and also for Independent Directors. The Code of Conduct applicable to Directors and Senior Management,
as approved by the Board of Directors, is available on the website of the Company at https://www.tilindia.in/assets/pdf/
TIL_Code_of_Conduct.pdf. All Directors and Senior Management Personnel have affirmed compliance with the Code and a
declaration signed by the Chairman & Managing Director is attached as Annexure VIII and forms part of the Annual Report.

DISCRETIONARY REQUIREMENTS
a) The Board
The Chairman of the Company being a Whole-time Director, the requirement relating to maintenance of Non-Executive
Chairman’s office is not applicable.
b) Shareholder’s Rights
As the Company’s Quarterly Results are published in newspapers having a wide circulation, posted on the Company’s
website viz. www.tilindia.in and also disseminated on the website of the Stock Exchanges, viz. NSE and BSE. Accordingly,
the Company does not circulate the half-yearly results separately to the Shareholders.
c) Modified Opinion(s) in Audit Report
The Company’s Financial Statements have been accompanied with modified audit opinion - both on quarterly and yearly
basis and also both on Standalone and Consolidated basis.
d) Separate Post of Chairperson and the Managing Director or the Chief Financial Officer
There is no separate post of Chairperson and the Managing Director. Mr. Sumit Mazumder is an Executive Director and is the
Chairman and Managing Director of the Company.
e) Reporting of Internal Auditor
During the year under review the Company has appointed M/s V. Singhi & Associates, Chartered Accountants as Internal
Auditors of the Company. The Internal Auditors have direct access to the Audit Committee.

COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS

There were certain delays in declaration of financial results for the fourth quarter and financial year ended 31st March 2022 as well
as for the first and second quarter results of the financial year under review as stipulated under the SEBI Listing Regulations. This
was due to initiation of a management audit at the behest of a Promoter in April, 2022. The Stock Exchanges have imposed certain
fines, as detailed above, on the Company under the SEBI Listing Regulations for delays in declaring quarterly results, inadequate
Board composition during the year, etc. The Company has applied to the Stock Exchanges requesting for waiver of fines.
Pursuant to Part E of Schedule V to the SEBI Listing Regulations, a Compliance Certificate from the Statutory Auditors regarding
compliance of conditions of Corporate Governance by the Company forms a part of the Directors’ Report.

For and on behalf of the Board of Directors

Place : Kolkata Sumit Mazumder
Date: 26th May 2023 Chairman & Managing Director

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE II
INDEPENDENT AUDITOR’S
CERTIFICATE ON CORPORATE
GOVERNANCE
To
The Members of
TIL Limited
This Certificate is issued in accordance with the terms of our engagement with TIL Limited (‘the Company’).
We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended 31st March 2023 as
stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

Managements’ Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of
the Corporate Governance stipulated in the Listing Regulations.

Auditor’s Responsibility
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the
purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), to the extent
relevant, the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the
purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which
requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion
Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of
Schedule V of the Listing Regulations during the year ended 31st March 2023, except to the following :
a) Non-compliance of Regulation 17(1)(b) of Listing Regulations regarding the requirement of having atleast half of the Board
of Directors comprising of Independent Director between the period from 1st April 2022 to 12th September 2022.
b) Non-Compliance of Regulation 17(1)(c) of Listing Regulations regarding the requirement of having not less than six directors
in the Boards between the period from 1st April 2022 to 31st March 2023.

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 TIL LIMITED ANNUAL REPORT 2022-23

c) Non-Compliance of Regulation 17(1A) of Listing Regulations regarding the requirement of appointing a non-executive
director who has attained the age of seventy-five years unless a special resolution is passed to that effect. However, the
special resolution has been obtained subsequently.
d) Non-Compliance of Regulation 17(1C) of Listing Regulations regarding the requirement of taking approval of Shareholders
for appointment of directors on the Board of Directors at the next general meeting or within a time period of three months
from the date of appointment, whichever is earlier. The approval for appointment of two directors were obtained after a
delay of 9 days from the prescribed period.
e) Non-Compliance of Regulation 17(2) of Listing Regulations regarding the requirement of having a maximum gap of 120
days between any two consecutive meetings of Board of Directors as there was one instance where the gap between two
consecutive meetings was 215 days.
f) Non-Compliance of Regulation 17(2A) of Listing Regulations, in the meeting held on 13th September 2022, regarding the
quorum of the meeting of the board of directors which shall be one-third of its total strength or three directors, whichever
is higher, including at least one independent director.
g) Non-Compliance of Regulation 18(1)(a) of Listing Regulations regarding the requirement that the Audit Committee shall
have minimum three directors as members between the period from 31st May 2022 to 12th September 2022.
h) Non-Compliance of Regulation 18(1)(b) of Listing Regulations regarding the requirement of having at least two-thirds
of the members of Audit Committee shall be Independent Directors between the period from 31st May 2022 to
12th September 2022.
i) Non-Compliance of Regulation 18(2)(a) of Listing Regulations regarding the requirement of having a maximum gap of 120
days between any two meetings of Audit Committee as there was one instance where the gap between two consecutive
meetings was 221 days.
j) Non-Compliance of Regulation 19(1) of Listing Regulations regarding the requirement that the Nomination and
Remuneration Committee shall comprise of at least three non-executive directors wherein two third shall be independent
between the period from 31st May 2022 to 12th September 2022.
k) Non-Compliance of Regulation 20(2A) of Listing Regulations regarding the requirement that the Stakeholders Relationship
Committee shall comprise of at least three directors wherein one shall be independent between the period from
31st May 2022 to 12th September 2022.
l) Non-Compliance of Regulation 25(6) of Listing Regulations regarding the requirement that an independent director who resigns
or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at
the earliest but not later than three months from the date of such vacancy since there was a delay by 13 days in one case.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

Restriction on Use
The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to
comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E
Giridhari Lal Choudhary - Partner
Kolkata Membership No. 052112
26th May 2023 UDIN: 23052112BGXCJM5570

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE III FORM MR-3

(For the financial year ended 31st March 2023)
SECRETARIAL [Pursuant to section 204(1) of the Companies Act,

AUDIT REPORT 2013 and Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members of
TIL Limited
1, Taratolla Road Garden Reach,
Kolkata-700024
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by TIL Ltd, CIN- L74999WB1974PLC041725 (hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on verification of the books, papers, minute books, forms, returns filed and other records maintained by the Company,
information provided by the Company, its officers (including RTA), electronic records available in the official portal of the
Ministry of Corporate Affairs www.mca.gov.in, portal of the Stock Exchanges, representation made by the Management, we
hereby report that in our opinion, the Company has, during the audit period covering financial year ended on 31st March
2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed with the stock exchanges, in the official portal
of the Ministry of Corporate Affairs (MCA) etc. and other records maintained by the company for the audit period ended on
31st March 2023 according to the applicable provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the
audit period)
v) The following Regulations and Guidelines, as amended from time to time, prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the company;
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation, 2021; (not
applicable to the Company during audit period)
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
f. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021; (not
applicable to the Company during audit period)
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (not applicable to the
Company during audit period)

35
 TIL LIMITED ANNUAL REPORT 2022-23

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018 ; (not applicable to the Company
during audit period)
i. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015;
j. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
vi) The Management of the Company represented that fiscal, labour and environmental laws and other Statutes which are
applicable to such type of companies, are generally complied with which inter-alia includes the followings which are
specifically applicable to the Company:
(a) The Factories Act, 1948 and Rules made thereunder;
(b) Pollution Control Act, Rules, Notification issued thereon;
(c) Shops and Establishment Act, 1953;
(d) The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules made thereunder;
(e) The Minimum Wages Act, 1948;
(f) The Payment of Bonus Act, 1965;
(g) The Payment of Gratuity Act, 1972;
(h) The Payment of Wages Act, 1936 and other applicable Industrial and Labour Laws.
vii) We have also examined compliance of the applicable clauses of the following:
a. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board Meetings (SS-1) and
General Meetings (SS-2).
b. The Listing Agreements entered into by the Company with BSE Ltd, National Stock Exchange of India Ltd. and The
Calcutta Stock Exhange Ltd. read with the provisions of the Securities and Exchange Board of India (SEBI) [Listing
Obligations & Disclosure Requirements] Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. mentioned above except:
1. Composition of the Board of Directors of the Company, being a listed company, within the top 2000 listed entities, is not is
accordance with Regulation 17(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Board comprised of 4 Directors instead of 6 Directors during the period 1st April 2022 to 31st March 2023;
2. During the period 1st April 2022 to 12th September 2022, the Independent Directors on the Board were below the threshold
limit in terms of Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;
3. Non-compliance of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, in
respect of obtaining approval of the shareholders in respect of appointment of 2 (two) Independent Directors beyond the
period as specified in the regulations;
4. Non submission of financial results with the Stock Exchanges for the period ended 31st March 2022, 30th June 2022 and
30th September 2022 in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015;
5. The maximum time gap of one hundred and twenty days between two Board meetings were not complied in terms
of Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, during the June and September quarter of the audit period;
6. The maximum time gap of one hundred and twenty days between two Audit Committee meetings were not complied in
terms of Regulation 18(2) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, during the June
and September quarter of the audit period;
7. The Company has failed to upload Form DIR-12 after confirmation of the appointment of 2 (two) Independent Directors in
the Annual General Meeting and consequently the master data of the Company on the MCA portal was not updated;

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 OVERVIEW STATUTORY REPORTS FINANCIALS

8. The Related Party Transaction Policy is not in conformity with the amendment in the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015;
9. The Company has failed to upload Form SH-7 in respect of increase in the Authorised Share Capital of the Company from
` 20 crore to ` 70 crore.
We further report that:
a) The Composition of the Board of Directors of the Company as on 31st March 2023, is not duly constituted with
proper balance of Executive Directors, Non-executive Directors and Independent Directors, due to resignation of two
Independent Directors and one Nominee Director (withdrawal of Nomination by LIC of India) on 13th September
2022. However, two Independent Directors were appointed on the Board on 13th September 2022 and subsequent to
31st March 2023 two more Independent Directors were appointed on the Board on 18th May 2023. Hence, the
composition of the Board is in compliance with Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, as amended, as on the date of this report.
b) Adequate notice is given to all Directors to schedule the Board Meetings. The agenda and detailed notes on agenda
were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation.
c) As per the minutes, the decisions at the Board meetings were taken unanimously.
We report that during the period under review, the Board meetings were conducted where option was given to the Board
Members to participate either physically or through video conferencing and adequate facilities were used to facilitate the
Directors at other locations to participate in the meeting.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, following events occurred which had bearing on the Company’s affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:
1. The Company had proposed a preferential issue and allotment of 7,496,592 equity shares ` 10/- each per share at a price of
` 92.40 (Rupees Ninety Two and forty Paise) per share (the “Issue”) in accordance with the provisions of the SEBI ICDR
Regulations. The Issue was approved by the Board of Directors of the Company on 26th November 2022 and by the
shareholders of the Company at their meeting dated 23rd December 2022.
2. The Company had made an application for in-principle approval for the listing of the equity shares proposed to be allotted
pursuant to the Issue to the National Stock Exchange of India Limited (“NSE”) and BSE Limited on 5th December 2022,
approval for which is awaited.
3. Pursuant to a letter received from the Corporation Finance Investigation Department (“CFID”) of SEBI dated 31st March
2022 asserting accounting misstatements based on complaint received by SEBI against the Company, the Company had
initiated a Management Audit at the behest of the Promoter in April, 2022 through a reputed Chartered Accountants firm
namely, Messrs V Singhi & Associates, Chartered Accountants, Kolkata so as to place a true & fair view of the financial
statements before the Board of Directors.

For T. Chatterjee & Associates

Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner
ACS: 41594, CP: 19730
Kolkata UDIN: A041594E000387291
26th May 2023 Peer Review No.: 908/2020

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

37
 TIL LIMITED ANNUAL REPORT 2022-23

Annexure A
To,
The Members of
TIL Limited
1, Taratolla Road, Garden Reach,
Kolkata-700024

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.

2. We have followed the Guidance Notes on ICSI Auditing Standard, audit practices and processes as were appropriate to
obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on
test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.

3. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of Management. Our examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the Management has conducted the affairs of the Company.

For T. Chatterjee & Associates

Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner
ACS: 41594, CP: 19730
Kolkata UDIN: A041594E000387291
26th May 2023 Peer Review No.: 908/2020

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE III

SECRETARIAL For the year ended 31-03-2023

COMPLIANCE REPORT [Pursuant to Regulation 24A of the SEBI

(Listing Obligations and Disclosure
OF TIL LIMITED Requirements) (Amendment) Regulations, 2018]

To,
TIL Limited
1, Taratolla Road, Garden Reach
Kolkata- 700024

We, T. Chatterjee & Associates have conducted the review of the compliance of the applicable statutory provisions and the
adherence to good corporate practices by TIL Limited (CIN: L74999WB1974PLC041725) (hereinafter referred as ‘the listed
entity’), having its Registered Office at 1, Taratolla Road, Garden Reach, Kolkata - 700024, listed on the BSE Limited (BSE)
(Scrip Code - 505196), National Stock Exchange of India Ltd. (NSE) (Scrip Code - TIL) and Calcutta Stock Exchange Limited.
Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records
maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized
representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period
covering the financial year ended on 31st March 2023, complied with the statutory provisions listed hereunder in the manner
and subject to the reporting made hereinafter:

We, T. Chatterjee & Associates, have examined:

(a) the documents and records made available to us and explanation provided by TIL Limited, (hereinafter referred as “the
listed entity”)

(b) the filings/submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) books, papers, minute books, reports, statements and documents filed with the recognized stock exchange(s) on the
electronic platform, other records maintained by the listed entity and electronic records of the official portal of the Stock
Exchanges for the year ended on 31st March 2023 (herein after referred as the “Review Period”) in respect of compliance
with the provisions, to the extent applicable to the listed entity of:

(i) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and

(ii) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines
issued thereunder by the Securities and Exchange Board of India (“SEBI”);

39
 TIL LIMITED ANNUAL REPORT 2022-23

The specific Regulations, as amended, whose provisions and the circulars/guidelines issued thereunder, have been examined to
the extent applicable to the listed entity, include:
a. The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 (SEBI LODR);
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(not applicable to the listed entity during the review period);
c. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(not applicable to the listed entity during the review period);
d. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018;
(not applicable to the listed entity during the review period);
e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(not applicable to the listed entity during the review period);
f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations 2021
(not applicable to the listed entity during the review period);
g. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
h. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; and
i. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021
(not applicable to the listed entity during the review period)

We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr. Compliance Status

Particulars Observations/Remark by PCS *
No. (Yes/No/NA)
1 Secretarial Standards:
The compliances of the listed entity are in accordance Yes
with the applicable Secretarial Standards (SS) issued by
the Institute of Company Secretaries India (ICSI).
2 Adoption and timely updation of the Policies: The Company has not updated the
• All applicable policies under SEBI Regulations are No Related Party Transaction Policy in
adopted with the approval of board of directors of conformity with the amendment in the
the listed entities SEBI LODR.
• All the policies are in conformity with SEBI Regulations All other policies are in conformity with
and has been reviewed & timely updated as per the the SEBI LODR.
regulations/circulars/guidelines issued by SEBI
3 Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website Yes
• Timely dissemination of the documents/information Yes
under a separate section on the website
• Web-links provided in annual corporate governance Yes
reports under Regulation 27(2) are accurate and
specific which re-directs to the relevant document(s)/
section of the website
4 Disqualification of Director:
• None of the Director of the Company is disqualified Yes
under Section 164 of Companies Act, 2013 as
confirmed by the listed entity

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Sr. Compliance Status

Particulars (Yes/No/NA) Observations/Remark by PCS *
No.
5 Details related to Subsidiaries of listed entities Yes The listed entity does not have any
have been examined w.r.t.: material subsidiary company.
(a) Identification of material subsidiary companies Yes The listed entity has only one non-
(b) Disclosure requirement of material as well as other material wholly owned subsidiary,
subsidiaries namely, TIL Overseas Pte. Ltd., Singapore.

6 Preservation of Documents: Yes

The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records
as per Policy of Preservation of Documents and Archival
policy prescribed under SEBI LODR Regulations, 2015.
7 Performance Evaluation: Yes
The listed entity has conducted performance evaluation
of the Board, Independent Directors and the Committees
at the start of every financial year/during the financial
year as prescribed in SEBI Regulations
8 Related Party Transactions: Yes
(a) The listed entity has obtained prior approval of Audit
Committee for all Related party transactions; or No such instances
(b) The listed entity has provided detailed reasons
along with confirmation whether the transactions
were subsequently approved/ratified/rejected by
the Audit Committee, in case no prior approval has
been obtained.
9 Disclosure of events or information: Yes
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with Schedule
III of SEBI LODR Regulations, 2015 within the timelimits
prescribed thereunder.
10 Prohibition of Insider Trading: Yes
The listed entity is in compliance with Regulation 3(5)
and 3(6) SEBI (Prohibition of Insider Trading) Regulations,
2015.
11 Actions taken by SEBI or Stock Exchange(s), if any: Yes
No action(s) has been taken against the listed entity/
its promoters/directors/subsidiaries either by SEBI or
by Stock Exchanges (including under the Standard
Operating Procedures issued by SEBI through
variouscirculars) under SEBI Regulations and circulars/
guidelines issued thereunder except as provided under
separate paragraph herein (**)
12 Additional Non-compliances, if any: NA
No additional non-compliance other than
No additional non-compliance observed for any SEBI
as stated above was observed.
regulation/circular/guidance note etc.
*Observations /Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

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 TIL LIMITED ANNUAL REPORT 2022-23

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per
SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October 2019:
Sr. Compliance Status Observations/Remark by
Particulars
No. (Yes/No/NA) PCS *
1 Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a NA
quarter of a financial year, the auditor before such resignation,
has issued the limited review/ audit report for such quarter; or
ii. If the auditor has resigned after 45 days from the end of a NA There was no event of
quarter of a financial year, the auditor before such resignation,
appointment/re-appointment/
has issued the limited review/ audit report for such quarter as
resignation of Statutory
well as the next quarter; or
Auditors ofthe Listed Entity
iii. If the auditor has signed the limited review/audit report for NA during the review period.
the first three quarters of a financial year, the auditor before
such resignation, has issued the limited review/audit report
for the last quarter of such financial year as well as the audit
report for such financial year.
2 Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to
the listed entity/its material subsidiary to the Audit
Committee:
a. In case of any concern with the management of the NA
listed entity/material subsidiary such as non-availability
of information/non-cooperation by the management
which has hampered the audit process, the auditor has
approached the Chairman of the Audit Committee of the
listed entity and the Audit Committee shall receive such
concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with NA
respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit
Committee. In cases where the proposed resignation is There was no event of
due to non-receipt of information/explanation from the resignation of Statutory
company, the auditor has informed the Audit Committee Auditors of the Listed Entity
the details of information/explanation sought and not during the review period.
provided bythe management, as applicable.
c. The Audit Committee/Board of Directors, as the case NA
may be, deliberated on the matter on receipt of such
information from the auditor relating to the proposal to
resign as mentioned above and communicate its views to
the management and the auditor.
ii. Disclaimer in case of non-receipt of information:
The auditor has provided an appropriate disclaimer in its audit
report, which is in accordance with the Standards of Auditing
as specified by ICAI/NFRA, in case where the listed entity/its
material subsidiary has not provided information as required
by the auditor.
3 The listed entity/its material subsidiary has obtained information NA There was no event of
from the Auditor upon resignation, in the format as specified in resignation of Statutory
Annexure - A in SEBI Circular CIR/CFD/CMD1/114/2019 dated Auditors of the Listed Entity
18th October 2019. during the review period.
*Observations /Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’
42
 (a) (**) The listed entity has complied with the provisions of the above Regulations and Circulars/Guidelines issued thereunder, except the matter specified below:

Sr. Compliance Regu­lation Deviations Action Type of Details of Fine Observations/ Remarks of Man­age­ment Re­sponse
No. Requirement /Circular Taken Action Violation Amount the Practicing Company
(Regulations/ No. by Secretary
Advisory/
circulars/
Clarification/
guidelines
Fine/Show
including
Cause Notice/
specific clause)
Warning, etc.
1 Clause 1 of Clause 1 of Non BSE SOP Fines The number of BSE- The Composition of the The Company has clarified that it had been suffering from
Regulation 17 Regulation Compliance and Directors on the ` 1,630,000 Board of Directors of the acute financial crisis for the last one year in as much as all
of SEBI LODR 17 of SEBI of the NSE Board was below Company, being a Listed its lender have classified the Banks Accounts of the Company
LODR composition the prescribed NSE- entity, within the top 2000 as NPA. Banking operations had ceased from May, 2022 and
of the Board limit of six ` 1,630,000 listed entities, is not in presently the Company is operating through a ‘Trust and
of Directors. Directors during accordance with Regulation Retention Account’ as a part of holding on operation.Most of
the period (Excluding 17(1) of SEBI, LODR. the Independent Directors resigned during the period under
1st April 2022 to GST) Freezing of Promoters reviewresulting the Board composition to 4 Directors instead
31st March 2023. Holdings for Non-compliance of 6 Directors as envisaged under Regulation 17(1) of SEBI
of the regulations of SEBI LODR as on 31st March 2023. The Company has also applied
LODR and imposition of SOP to the Stock Exchanges requesting for waiver of fines vide its
fines. letter dated 02-03-2023.

2 Clause 2 of Clause 2 of Non BSE SOP Fines The Board of BSE- The maximum time gap of Pursuant to a letter received from the Corporation Finance
Regulation 17 Regulation Compliance and Directors did not ` 20,000 one hundred and twenty Investigation Department (“CFID”) of SEBI dated 31st March
of SEBI LODR 17 of SEBI in holding NSE meet as per the NSE- days between two Board 2022 asserting accounting misstatements based on complaint
LODR Board meeting requirements of ` 20,000 meetings were not complied received by SEBI against the Company, the Company had
within Regulation 17(2) during the June and initiated a Management Audit at the behest of the Promoter
maximum of SEBI LODR. (Excluding September quarter of the in April, 2022 through a reputed Chartered Accountants firm
time gap of GST) review period. namely, Messrs V Singhi & Associates, Chartered Accountants,
one hundred Freezing of Promoters Kolkata so as to place a true and fair view of the financial
OVERVIEW

and twenty Holdings for Non-compliance statements before the Board of Directors.
days between of the regulations of SEBI Hence, the Statutory Audit for the 4th quarter and the Financial
any two LODR and imposition of SOP Year 2021-22 could not be completed within 60 days from the
meetings. fines. end of the financial year leading to delay in approval of the
audited financials of the Company. Upon completion of the
Management Audit vide Report dated 12th September 2022,
the Statutory Audit was completed and the audited financial
results of the Company for the year ended 31st March 2022
were approved by the Board of Directors of the Company at
STATUTORY REPORTS

its meeting held on 19th September 2022. Due to the said

reasons the maximum time gap between two board meetings
for the subsequent two quarters could not be maintained.
The Company has also applied to the Stock Exchanges requesting
for waiver of fines vide its letter dated 2nd March 2023.
FINANCIALS

43
44
(a) (**) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except the matter specified
below: (Contd.)

Sr. Compliance Regu­lation/ Deviations Action Type of Details of Fine Observations/ Remarks of Man­age­ment Re­sponse
No. Requirement Circular No. Taken Action Violation Amount the Practicing Company
(Regulations/ by Advisory/ Secretary
circulars/ Clarification/
guidelines Fine/Show
including Cause Notice/
specific clause) Warning, etc.

3 Clause 1A of Clause 1A of Non compliance of BSE SOP Fines The Board of BSE- The Company had appointed The Company clarified that Mr. Subir Bhattacharyya
Regulation 17 Regulation Regulation 17(1A) and Directors ` 198,000 Mr. Subir Bhattacharyya has been appointed as a Non-executive Independent
of SEBI LODR 17 of SEBI of SEBI LODR by NSE had appointed on 13th September 2022, Director (Additional Directior) at the Board Meeting
LODR not passing Special Mr. Subir NSE- subject to approval of the held on 13th September 2022 subject to the
Resolution for Mr. Bhattacharyya, as ` 198,000 Shareholders under the approval of the Shareholders under the provisions
TIL LIMITED

Subir Bhattacharyya a Non Eexecutive Provisions of Regulation of Regulation 17(1A) of the SEBI LODR. The special
as a Non- executive Independent (Excluding 17(1A) of SEBI LODR, which resolution as per Regulation 17(1A) of SEBI LODR
director for attaining Director who GST) was passed at the 47th was passed at the 47th Annual General Meeting of
age of 75 years. has completed Annual General Meeting of the Company.
the age of 75 the Company held on
The Company has also applied to the Stock
years, but had 21st December 2022.
Exchanges requesting for waiver of fines vide its
not passed Freezing of Promoters letter dated 2nd March 2023.
Special Resolution Holdings for Non-compliance
subsequently. of the regulations of SEBI
LODR and imposition of SOP
fines.
ANNUAL REPORT 2022-23

4 Regulation 33 Regulation Non-submission of - - The Company BSE- The Company had not As explained in point 2 above the financial results for
of SEBI LODR 33 of SEBI financial Results of had not ` 825,000 submitted financial Results the mentioned periods could not be submitted with
LODR the Company for the submitted within prescribed time limits the prescribed time limit.
periods ended Financial Results NSE- for periods ended
The Company has also applied to the Stock
31st March 2022, within prescribed ` 825,000 31st March 2022, 30th June
Exchanges requesting for waiver of fines vide its
30th June 2022 time limits. 2022 and 30th September
letter dated 2nd March 2023.
and 30th September (Excluding 2022.
2022. GST) Freezing of Promoters
Holdings for Non-compliance
of the regulations of SEBI
LODR and imposition of SOP
fines.
 (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. Compliance Regu­lation/ Deviations Action Type of Details of Fine Observations/ Man­age­ment Re­sponse
No. Requirement Circular No. Taken Action Violation Amount Remarks of the
(Regulations/ by Practicing Company
circulars/ Advisory/ Secretary
guidelines Clarification/
including Fine/Show
specific Cause
clause) Notice/
Warning, etc.

1 Non- Non- The BSE SOP Fines Non- The listed entity has The Board Composition was 4 Directors as against 6 Directors
compliance compliance Composition and compliance applied for waiver of during the review period. However, the Composition of 6
of Regulation of of the NSE of Regulation such fines. Directors was complied with subsequently on 18th May 2023.
17(1), of SEBI Regulation Board was 17(1), of
LODR 17(1), of not as per SEBI (LODR)
SEBI LODR SEBI LODR Regulations,
Regulations. 2015.
OVERVIEW

For M/s T. Chatterjee & Associates

Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner
ACS: 41594, CP: 19730
Kolkata UDIN: A041594E000387291
26th May 2023 Peer Review No.: 908/2020
STATUTORY REPORTS

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

45
 TIL LIMITED ANNUAL REPORT 2022-23

Annexure A
To,
TIL Limited

Our report of even date is to be read along with this letter.

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the
responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit
nor an expression of opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity
nor of the efficacy or effectiveness with which the Management has conducted the affairs of the listed entity

For T. Chatterjee & Associates

Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner
ACS: 41594, CP: 19730
Kolkata UDIN:A041594E000387335
26th May 2023 Peer Review No.: 908/2020

46
 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE III
CERTIFICATE OF (Pursuant to Regulation 34(3) and

NON-DISQUALIFICATION Schedule V Para C Clause (10)(i) of the

SEBI (Listing Obligations and Disclosure
OF DIRECTORS Requirements) Regulation 2015)

To,
The Members
TIL Limited
1, Taratolla Road, Garden Reach
Kolkata 700024
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of TIL Limited, having
CIN: L74999WB1974PLC041725, and having Registered office at 1, Taratolla Road, Garden Reach, Kolkata - 700024, listed on
BSE Limited, (Scrip Code - 505196), National Stock Exchange of India Limited (Stock Code - TIL) and The Calcutta Stock Exchange
Ltd (hereinafter referred as “the Company”) produced before us by the Company for the purpose of issuing this Certificate, in
accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the official portal of Ministry of Corporate Affairs, www.mca.gov.in) as considered necessary and explanations
furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company
as stated below for the Financial Year ended on 31st March 2023 has been debarred or disqualified from being appointed or
continuing as a Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority:
Serial No. Name of the Directors DIN Date of Appointment in Company*
1 Mr. Sumit Mazumder 00116654 01-06-1994
2 Mrs. Manju Mazumder 00743164 08-02-2019
3 Mr. G. Swarup # 00374298 26-03-2008
4 Mr. R. L. Gaggar## 00066068 14-05-1985
5 Mr. D. K. Banerjee### 07326051 12-11-2020
6 Mr. Tulsi Das Banerjee 03573211 13-09-2022
7 Mr. Subir Kumar Bhattacharyya 09711826 13-09-2022
# Ceased to be Director of the Company with effect from 13th September 2022.
## Ceased to be the Director of the Company with effect from 13th September 2022.
### Ceased to be the Director of the Company with effect from 13th September 2022.
* Date of appointment is as per details available at the official portal of the Ministry of Corporate Affairs www.mca.gov.in
Ensuring the eligibility for the appointment/continuity as Director on the Board is the responsibility of the Management of the
Company. Our responsibility is to express an opinion based on our verification.
This certificate is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which
the Management has conducted the affairs of the Company.
For T. Chatterjee & Associates
Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner
ACS: 41594, CP: 19730
Kolkata UDIN: A041594E000387269
26th May 2023 Peer Review No.: 908/2020

47
 TIL LIMITED ANNUAL REPORT 2022-23

ANNEXURE IV

CORPORATE SOCIAL
RESPONSIBILITY
(CSR) REPORT FOR THE FINANCIAL YEAR 2022-23

1. Brief outline on CSR Policy of the Company.

CSR in TIL Limited (the Company) is based on the premise that business and its environment are inter-dependent and the
organic link between them should be strengthened. The Company supports various bodies in carrying out activities in the
areas of rural development, education, health-care, general social activities, etc. Our Corporate Social Responsibility policy
conforms to the Corporate Social Responsibility Guidelines spelt out by the Ministry of Corporate Affairs, Government of
India. The said policy may be referred to, at the Company's official website, at the web link: http://www.tilindia.in/investor/
csr_policy.php

2. Composition of CSR Committee (as on 31st March 2023)

Designation/ Number of meetings Number of meetings of
Sl.
Name of Director Nature of of CSR Committee held CSR Committee attended
No.
Directorship during the year during the year
1. Mrs. Manju Mazumder Chairperson 1 1
2. Mr. Sumit Mazumder Member 1 1
3. Mr. Subir Bhattacharyya Member 1 1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the Company – http://www.tilindia.in/investor/csr_policy.php

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report). – Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any – Not applicable

6. Average net profit of the Company as per Section 135(5). – Not applicable since the average net profit for the last three
financial years (preceding the financial year under review) is negative

7. (a) Two percent of average net profit of the Company as per Section 135(5) – Nil
(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years. – Nil
(c) Amount required to be set off for the financial year, if any– Nil
(d) Total CSR obligation for the financial year (7a+7b-7c). – Nil

48
 OVERVIEW STATUTORY REPORTS FINANCIALS

8. (a) CSR amount spent or unspent for the financial year: Not applicable
(b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not applicable
(d) Amount spent in Administrative Overheads – Not applicable
(e) Amount spent on Impact Assessment, if applicable – Not applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – Not applicable
(g) Excess amount for set off, if any: Not applicable

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (asset-wise details):

(a) Date of creation or acquisition of the capital asset(s). – Not applicable

(b) Amount of CSR spent for creation or acquisition of capital asset.– Not applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc. – Not Applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).
– Not Applicable

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5).
– Not Applicable

12. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance
with the CSR objectives and policy of the Company:

We hereby affirm that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and
policy of the Company.

For and on behalf of the Board of Directors

Kolkata Manju Mazumder
26th May 2023 Chairperson - CSR Committee

49
 TIL LIMITED ANNUAL REPORT 2022-23

ANNEXURE V

MANAGEMENT
DISCUSSION &
ANALYSIS FOR THE FINANCIAL YEAR 2022-23

INTRODUCTION
The Management Discussion & Analysis (MDA) of your Company for the year under review presents a scenario somewhat
similar to the previous MDA (2021-22). The stressed environment and harsh challenges, especially the supply chain bottlenecks
and liquidity issues that affected the financial performance of your Company in FY 21-22 continued to afflict TIL. Despite
having a good order book in cranes, reach stackers and defence equipment, your Company kept grappling with the headwinds
and consequentially the performance in FY 22-23 suffered.
Externally, after navigating a tepid business environment since 2019, the Construction Equipment (CE) Industry started to
recover. As per ICEMA - India’s CE industry posted an upbeat performance with 26% year-on-year growth in FY 23 as sales
crossed the one lakh unit mark driving on road construction and railway demand. Infrastructure development being the key
focus of the Government to stimulate sustainable growth of the Indian economy, the infra business landscape of which your
Company is a key player, remains positive.
To mitigate the stressed financial scenario by reviving the business operations and leveraging the positive outlook in CE sector,
your Company actively pursued bringing in a strategic investor during the year under review. This in turn is expected to strongly
position your Company to capitalize on the opportunities in the CE and defence sector.

BUSINESS PERFORMANCE
On a standalone basis, the turnover of your Company, including income from operations (gross) and other income for the year
under review stood at ` 54.69 Crs. vis-à-vis ` 89.26 Crs. in the previous year. The Company has sustained an operating loss of
` 92.09 Crs. during the year under review as compared to an operating loss of ` 143.94 Crs. in the previous year. The Company
had to book an exceptional loss of ` 259.53 Crs. during the year ended 31st March 2022 due to provisioning and writing -off
the inventory, trade receivables and certain advances pursuant to re-assessment of assets post Covid and based on a
Management Audit carried out voluntarily by one of the Promoter Companies. The overall loss before tax during the year under
review was ` 92.09 Crs. against a loss of ` 403.47 Crs. in the previous year. Detailed analysis of the aforesaid exceptional loss
has been provided in the notes to accounts forming a part of the financial statements of the Company.
The consolidated turnover of your Company’s Group including income from operations (gross) and other income during the
year ended 31st March 2023 stood at ` 50.53 Crs. compared to ` 77.13 Crs. in the previous year. The Group incurred a loss
before Exceptional Item of ` 94.72 Crs. during the year under review as compared to a loss of ` 158.63 Crs. in the previous
year. The overall loss before tax & after Exceptional Item during the year under review was ` 94.72 Crs. against a loss of
` 418.16 Crs. in the previous year.
Despite the distressed financial results posted for the year under review coupled with ongoing production bottlenecks and
delivery challenges, TIL remains the preferred choice of customers of cranes, reach stackers and defence sector. This was further
reinforced by fresh orders during the year under review and the total order book including machines and after-market stood at
` 233.70 Crs. as on 31st March 2023.
Besides the defence sector which has been bestowing the majority of the orders on your Company, the other sectors where
TIL has received significant orders are: Coal Mines, Steel Plants, Power and Petrochem to name a few. During the year
under review, your Company received an order for supplying two nos. Special Cranes from Ministry of Defence under its

50
 OVERVIEW STATUTORY REPORTS FINANCIALS

‘Make in India’ drive. Once the field trials for these Special Cranes are completed, your Company expects significant orders
from the Ministry of Defence for these Special Cranes.
The Customer Support business of your Company maintained its focus on service and support initiatives in the year under
review in order to reach out to customers 24x7. The use of digital and online modules of technical trainings for customers
enabled your Company to deploy lean manpower and optimize cost. Your Company also carried out troubleshooting for
maximizing machine life, optimizing productivity, and ensuring maximum return on customers’ investment.

RISKS & CONCERNS/THREATS & OPPORTUNITIES

The major risks and concerns during the year under review continued to be supply chain disruptions. This included non-
availability of critical components, both from imported as well indigenous sources. This had a negative impact on your
Company’s production schedules, which in turn translated into severe cash flow and working capital concerns.
At the macro level, delayed awarding of projects, cost overruns remained as ongoing risks for the year under review. A recent
report by the Infrastructure and Project Monitoring Division (IPMD) of the Ministry of Statistics and Programme Implementation
stated that the road transport and highways sector of India bore the maximum number of delayed projects with a significant
cost overrun. In the road transport and highways sector, 402 out of 749 projects are said to be delayed, implying a cost overrun.
National highway construction in India also slowed down to 20.43 km a day during the first few months of the FY 2022-23
according to ICEMA. Another challenge that emerged was in the form of the conversion of BS (III) to CEV Stage IV emission
norms. As per ICRA, there has been a 10-20% increase in prices of construction equipment, mainly due to increasing input
costs along with a change in emission norms.
Despite the risks and concerns, the opportunities in infra and CE sector are bright. Most encouraging aspect as mentioned in
last year’s MDA is that in spite of the stressed situation and hardships faced by TIL, customers continue to repose trust in your
Company as is evident from the good order book position.
The latest Budget with considerable increase in the outlays for infra-related sectors brightens the opportunity landscape
of CE sector and that of your Company. Defence continues to be an important opportunity area for your Company. The
Indian Government has set a target of achieving defence manufacturing worth ` 175,000 Crs., including defence exports of
` 35,000 Crs. by 2024-25. The Government is taking several initiatives to encourage domestic manufacturing and reduce its
external dependence for defence procurement. The Atmanirbhar Bharat mission has radically changed the economic landscape
of the nation, ushering in huge opportunities in the space in which your Company operates.
TIL’s order book for defence as mentioned under Business Performance is aligned with this and heralds significant opportunities
for your Company in medium to long term. Especially with infusion of funds by the strategic investor, the opportunities
envisaged in the infra sector can be optimally leveraged by your Company.

OUTLOOK
As per FITCH and other rating agencies, the outlook for Indian economy is stable and is growing on the strength of its domestic
demand. The country has demonstrated resilience and is well positioned to face the global challenges.
The Union Budget 2023-24 has considerably increased the outlays for infra-related sectors. Infrastructure development has
been the key focus of the Government of India to stimulate sustainable growth of the Indian economy. The Government
has envisaged an investment of ` 111 Lakh Crs. for developing the infrastructure projects under the National Infrastructure
Pipeline (NIP) by FY 2024-25. Also, as per ICRA, the Government of India is all set to accelerate the construction of roads in
2023-24 by 16-21%, with a healthy pipeline of projects and an increase in capital expenditure outlay. This, along with focus on
project completions ahead of general elections, is expected to boost execution of 12,000-12,500 km in 2023-24. Besides the
opportunities in road sector, the ports sector is also expected to contribute significantly towards the growth of the economy.
The Government’s Sagarmala Program is playing a key role in the development of crucial infrastructure. In addition, the
Maritime India Vision 2030 envisions an overall investment of ` 3,000 billion - ` 3,500 billion across the ports, shipping and
inland waterways segments. This augurs well with the reach stacker and crane business of your Company.

51
 TIL LIMITED ANNUAL REPORT 2022-23

As already mentioned, despite the current threats and challenges, your Company maintains a good order book. Several large
fleet customers in the Coal, Steel and Thermal Plants are expected to refresh their crane fleet, which signifies further infusion
of orders from these organizations for your Company. Also, as per Government’s policy to promote ‘Make in India’, no global
tenders of value up to ` 200 Crs. is to be floated, and no Chinese equipment may be allowed to work in Road projects,
especially in Border roads, Power sector because of IOT. This signifies positive outlook for the Company as PSUs will have to
procure indigenously manufactured cranes.
Defence is a national imperative and your Company has been engaged with the defence sector for many years, emerging as a
preferred choice of our nation’s defence sector. The defence orders received by your Company is more than 50% of the total
order book and TIL continues to put laser focus on leveraging the defence opportunities. With TIL’s contribution to the sector,
defence PSUs are actively engaged with our team on an ongoing basis for orders and execution. TIL is actively receiving and
participating in enquiries from defence industry for further orders to the tune of ` 500 Crs. Several of these are in the pipeline
and nearing fruition.
Your Company is exploring all possible strategic measures and course corrections to ensure a rebound and seamless
continuation of its legacy so that TIL remains a trusted and preferred partner in the domestic and global infrastructure
arena. In this context, your Company decided to increase the authorized capital to infuse funds into the business of the
Company, by bringing in a strategic investor, subject to all requisite approvals. Fresh capital is to be infused by Indocrest
Defence Solutions Private Limited, a part of Gainwell Group. The group has the right synergy with TIL’s current product
line. Your Company is optimistic that the strategic measure will herald positive tidings and offer substantial opportunities
for a rapid revival. The reports and recommendations of G20 and B20 emphasize India’s leadership in shaping policies,
boosting both domestic manufacturing and export opportunities, and in turn making India’s economy more prosperous,
inclusive and sustainable.

HUMAN RESOURCE
Due to subdued business performance during the year, recruitment was absolute minimum and only for critical positions.
However, technical trainings were imparted to customers through digital and online modules.
As on 31st March 2023, the employee strength of your Company stood at 653.

INTERNAL CONTROLS & THEIR ADEQUACY

Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations,
procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records
and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no
reportable material weakness either in design or in operation were observed.

INDUSTRIAL RELATIONS
Industrial Relations have been harmonious and cordial with all workmen and unions during the year under review. Despite the
numerous difficulties affecting all employees, your Company conveys its sincere appreciation for the unstinted support of the
unions and the workmen during the year.

CAUTIONARY STATEMENT
Certain statements made in the Management Discussion & Analysis Report relating to Company’s objectives, projections,
outlook, expectations, estimates, etc., may constitute ‘forward-looking statements’ within the meaning of applicable laws and
regulations. Actual results may differ from such expectations, projections, etc., whether express or implied.

For and on behalf of the Board of Directors

Kolkata Sumit Mazumder
26th May 2023 Chairman & Managing Director

52
 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE VI
PRESCRIBED PARTICULARS ON Information under Section
134(3)(m) of the Companies
CONSERVATION OF ENERGY, TECHNOLOGY Act, 2013, read with Rule
ABSORPTION, FOREIGN EXCHANGE 8(3) of the Companies
(Accounts) Rules, 2014.
EARNINGS AND OUTGO ETC.

FORM A
CONSERVATION OF ENERGY
The business units of the Company continued their efforts to improve energy usage efficiencies through specific measures to
reduce energy consumption which is an important cost element of conversion cost.

1. Measures Taken
a. The natural lighting and ventilation system installed at the Kharagpur Plant ensures reduced electric consumption during
day time. Further, solar lights have already been installed along the peripheral road at the said facility.
b. The centralized Air Conditioning system installed at administrative block of the Kharagpur Plant has a Variable Refrigerant
Volume (VRV) system to minimize consumption of electricity.
c. 1 (one) MWp Solar Plant, which is an alternate renewable source of power has been installed at Kharagpur Plant which is
saving substantial consumption of grid power generated from fossil fuel.

2. Total Energy Consumption and Energy Consumption per unit of Production

Year ended Year ended
Particulars
31st March 2023 31st March 2022
A. Power and fuel consumption
a) Electricity
Purchased Units 1,719,997 1,922,467
Total amount (` Crs.) 1.68 1.74
Rate per unit (`) 9.75 9.06
b) Own Generation
Through Diesel Generator
Units 412 351
Units per litre 4.34 3.90
Cost per unit (`) 21.44 21.28
B. Consumption per unit of production
Product - Cranes Electricity (in ‘000) 81.92 83.60

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 TIL LIMITED ANNUAL REPORT 2022-23

FORM B

TECHNOLOGY ABSORPTION
I. Research and Development

1. Specific Areas:
The Company endeavors to consistently maintain its focus towards improvement and upgradation of existing products as
well as development of new models by absorbing superior technology designs from foreign collaborators. Full efforts are
also being made towards import substitution of materials and components with indigenous materials and components.

2. Benefits Derived:
The Company continues to remain a dominant player in the material handling industry. The major reason for the same is
attributed to the effective use of latest technology and cost optimization through indigenous consumption and that have
enabled the Company to remain a dominant player in the material handling industry.

3. Plan of Action:
Continuous capability development initiatives and upskilling of competencies for the human resource of the Company in
order to achieve greater customer satisfaction.

II. Technology Absorption, Adoption & Innovation

1. Efforts made:
The Company has continued its endeavor to absorb, adopt and implement the best technologies for its product range
to meet the requirements of a globally competitive market and ensuring that all the products are compliant with the
prevalent regulatory norms in India.

2. Benefits:
The Company believes that the improved technology and the product range enhancement will enhance the quality and
value of its products.

3. Imported Technology:
In order to acquire the latest state-of-the-art technology available globally, the Company has executed technical
collaboration agreements with some of the world’s leading and distinguished enterprises.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Efforts:
The Company is exploring the possibility of achieving fabrication orders and specific market access from its principals to
enhance its foreign exchange earnings.

2. Earnings and Outgo: ( ` in Crs.)

i) Foreign Exchange Earnings 1.14
[Export sales (FOB), Commission, Dividend, Technical Fees, etc.]

ii) Foreign Exchange outgo (includes raw material, capital goods, components &
spares, and other expenditure in foreign currency, including dividends):
a) Raw Material with Component 13.71
b) Machines (Trading items) -
c) Spare Parts 0.53
d) Capital Goods -
e) Travelling 0.94
f) Technical Know-how Fees -
g) Royalty -
h) Dividend -

For and on behalf of the Board of Directors

Kolkata Sumit Mazumder
26th May 2023 Chairman & Managing Director

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 TIL LIMITED ANNUAL REPORT 2022-23

ANNEXURE VII
PARTICULARS OF Particulars of Employees pursuant to Section 197
of The Companies Act, 2013 read with Rule 5(1) of
EMPLOYEES The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014

Requirements of Rule 5(1) Details

(i) The ratio of the remuneration of each Director to : Mr. Sumit Mazumder – 1:40
the median remuneration of the employees of the Chairman & Managing Director
company for the financial year;
Other Directors – Not Applicable

(ii) The percentage increase in remuneration of each : • Mr. Sumit Mazumder, Chairman & Managing Director – NIL
Director, Chief Financial Officer, Chief Executive
• Mr. Sekhar Bhattacharjee, Company Secretary – NIL
Officer, Company Secretary or Manager, if any, in
the financial year; • Ms. Bipasha Banerjea, Chief Financial Officer – NIL

(iii) The percentage increase in the median : NIL

remuneration of employees in the financial year;

(iv) The number of permanent employees on the : As On 31.03.2023

rolls of company; Management Trainee Total
142 0 142

(iv) Average percentile increase already made in the : Average Salary Increase of non-managerial personnel : NIL
salaries of employees other than the managerial
Average Increase in managerial remuneration: NIL
personnel in the last financial year and its
comparison with the percentile increase in
the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial
remuneration;

(v) Affirmation that the remuneration is as per the : The remuneration paid to the employees is in accordance with
remuneration policy of the Company; the remuneration policy of the Company.

For and on behalf of the Board of Directors

Kolkata Sumit Mazumder
26th May 2023 Chairman & Managing Director

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE VIII

MANAGING DIRECTOR’S
CERTIFICATE ON COMPLIANCE
OF CODE OF CONDUCT

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

As required under Regulation 26(3) read with Part D of Schedule V of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended, I hereby declare that all the Members of the Board of Directors
and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for
the year ended 31st March 2023.

For and on behalf of the Board of Directors

Kolkata Sumit Mazumder
26th May 2023 Chairman & Managing Director

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 TIL LIMITED ANNUAL REPORT 2022-23

CEO/CFO
CERTIFICATION

The Board of Directors

TIL Limited

Re-Financial Statements for the period ended 31st March 2023: Certification by CEO and CFO
We, Sumit Mazumder, Chairman & Managing Director and Bipasha Banerjea, Chief Financial Officer, have reviewed the financial
statements and the cash flow statement for the year and that to the best of our knowledge and belief, hereby certify that:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the period
ended 31st March 2023, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed
to the Auditors and the Audit Committee deficiencies in the design or operation of such internal controls, if any, of
which we became aware and the steps we have taken or propose to take to rectify these deficiencies.

5. We further certify that we have indicated to the Auditors and the Audit Committee:
(a) there has been no significant change in the internal control over financial reporting during this year;

(b) there has been no significant changes in the accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and

(c) there has been no instance of significant fraud of which we have become aware and the involvement therein of
the management or an employee having a significant role in the Company’s internal control systems over financial
reporting.

Sumit Mazumder
Chairman & Managing Director
Kolkata Bipasha Banerjea
Date: 26th May 2023 Chief Financial Officer

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 OVERVIEW STATUTORY REPORTS FINANCIALS

TEN YEARS FINANCIAL HIGHLIGHTS

( ` In Lakhs )
Ind AS IGAAP
Particular 2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17^ 2016-17 2015-16 2014-15 2013-14
1 Equity Share Capital 1,003 1,003 1,003 1,003 1,003 1,003 1,003 1,003 1,003 1,003 1,003
2 Other Equity/Reserve
(30,210) (21,309) 20,390 27,102 30,117 28,142 26,918 28,116 16,623 23,252 26,241
& Surplus
3 Net Worth (29,207) (20,306) 21,393 28,105 31,120 29,145 27,921 29,119 17,626* 24,255* 27,244*
4 Borrowings 40,018 39,849 34,406 26,011 18,958 17,344 4,951 4,951 28,626 24,424 24,160
5 Fund Employed 10,811 19,543 55,799 54,116 50,078 46,489 32,872 34,070 46,252 48,679 51,404
6 PPE, Intangible Assets
and ROU - Gross 16,926 17,552 20,931 21,128 15,959 15,887 15,386 27,199 29,803 26,553 26,316
Carrying Amount
7 Depreciation/
6,326 5,692 5,344 4,389 3,179 2,194 1,074 8,805 10,206 9,734 7,785
Amortisation
8 PPE and Intangible Assets
10,600 11,860 15,587 16,739 12,780 13,693 14,312 18,396 19,597 16,820 18,531
- Net Carrying Amount
9 Investments 74 311 311 306 313 330 331 322 9,982 9,982 9,982
10 Sales 4,382 6,391 31,035 37,303 46,401 39,176 32,945 32,945 33,172 34,166 29,505
11 Other Income 1,087 2,535 644 419 1,383 835 1,462 1,462 659 698 1,266
12 Expenses 7,075 15,628 12,506 15,122 12,188 10,857 9,338 9,043 10,845 10,863 9,845
13 Depreciation /
895 995 1,187 1,322 1,241 1,164 1,080 1,123 1,300 1,760 1,113
Amortisation
14 Profit Before
Exceptional Items (9,209) (14,394) (7,222) (4,312) 2,441 2,008 459 711 (6,602) (2,901) 371
& Tax
15 Exceptional Items - (25,953) 224 - - - 13,078 13,078 - - -
16 Profit Before Tax (9,209) (40,347) (6,998) (4,312) 2,441 2,008 13,537 13,789 (6,602) (2,901) 371
17 Taxation
- Current Tax - - - 4 460 345 3151 3,151 - - 90
- Short provision for tax
- 172 - - (16) - - - 35 - -
relating to earlier years
- Deferred Tax (381) 1,129 (296) (1,515) (217) 292 155 236 (8) (39) 116
- Mat Credit Entitlement - - - (4) (460) (345) (1,735) (1,735) - - (86)
- Excess income tax
provision relating to - - - - - - - - - - -
earlier year, written back
18 Profit After Tax (8,828) (41,648) (6,702) (2,797) 2,674 1,716 11,966 12,137 (6,629) (2,862) 251
19 Other Comprehensive
(73) (51) (10) (6) (275) (130) (52)
Income
20 Total Comprehensive
(8,901) (41,699) (6,712) (2,803) 2,399 1,586 11,914
Income
21 Dividend - - - - 176 352 301 301 - - 150
* Including Revaluation Reserve.
^ Figures are restated as per Ind AS.

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 TIL LIMITED ANNUAL REPORT 2022-23

INDEPENDENT To The Members of TIL Limited

Report on the Audit of the
AUDITOR’S REPORT Standalone Financial Statements

Qualified Opinion
We have audited the accompanying Standalone Financial Statements of TIL Limited (“the Company”), which comprise the
Standalone Balance sheet as at 31st March 2023, the Standalone Statement of Profit and Loss, including the Standalone
Statement of Other Comprehensive Income, the Standalone Statement of Cash Flows, the Standalone Statement of Changes
in Equity for the year then ended and notes to the Standalone Financial Statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects
of the matter described in ‘Basis for Qualified Opinion’ section of our report, the aforesaid standalone financial statements give
the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at
31st March 2023, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended
on that date.

Basis for Qualified Opinion

We draw attention to the following matters:

(a) Note No. 33 of the accompanying Standalone Financial Statements for not carrying out fair valuation of interest
free loans from the Promoters/Promoter’s Group of Companies and other lenders aggregating to ` 15,885 Lakhs
as required under Ind AS-109 and its impact on Standalone Financial Statements has not been ascertained by the
management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on the
Standalone Financial Statements.

(b) Note No. 34 of the accompanying Standalone Financial Statements which states that the company has incurred a
cash loss of ` 8,314 Lakhs during the year and its net worth is negative as on the Balance Sheet date. Moreover, the
Company’s current liabilities also exceed its current assets as at 31st March 2023. In view of the acute financial crisis
faced by the Company, lenders have declared the loan facilities granted to the Company as a Non-Performing Asset
(NPA). However, the lenders have also extended ‘Holding on Operations’ to the Company through a ‘Trust & Retention
Account’ opened with the Lead Bank of the Consortium namely, Bank of India (‘BOI’). Further, the lead bank, namely
Bank Of India, had filed a petition under Section 7 of the IBC before the Hon’ble National Company Law Tribunal on
28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors approved a resolution
plan at its meeting held on 26th November 2022 which had since been submitted with all of TIL’s Consortium Bankers
on 28th November 2022 which is currently under discussion.

The above situation indicates that a material uncertainty exists that may cast significant doubt on the Company’s
ability to continue as a going concern. However, the management of the company has been considering the feasibility

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and effectiveness of the certain planned actions including proposed investment & proposed resolution plan and
considering the sales orders in hand, the management has concluded that the material uncertainties are expected
to be mitigated and hence the Standalone Financial Statements have been prepared on a going concern basis. The
appropriateness of the assumption of going concern is dependent on successful outcome of proposed investment
by the investor and proposed resolution plan as stated above. Hence, we are unable to comment on whether the
Company will be able to continue as Going Concern.

(c) Note No. 10.1 of the accompanying Standalone Financial Statements regarding carry forward of Minimum Alternate
Tax Credit of ` 3,026 Lakhs as on 31st March 2023 (a component of deferred tax asset in the financial statements)
which was accounted for in the earlier years. In the opinion of the management sufficient future taxable profit will be
available against which these unused tax credits can be utilized within the stipulated period under the provisions of
Income Tax Act 1961. However, we are unable to comment for utilization of said MAT credit in absence of basis for
reasonable certainty supported by convincing evidence.

(d) Note No. 12.5 of the accompanying Standalone Financial Statements regarding Stock in Transit which includes
materials valuing ` 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st March 2023 which also includes
` 3,234 Lakhs imported in earlier years. These inventories could not be released from the authorities due to non-
payment of custom duty, other charges etc. and as explained, due to this confirmation has also not been received. The
management does not expect any material loss on account of any obsolescence in these said stocks due to passage
of time and no provision is considered necessary. However, as these materials are lying for a considerable period of
time and due to non-availability of its technical assessment, we are unable to comment whether any provision for
obsolescence are required in this regard.

(e) Note No. 35 of the accompanying Standalone Financial Statements regarding an enquiry by “Directorate of Revenue
Intelligence & Enforcement” (DRI) which has been ongoing since June 2021 in respect to certain trading transactions
and other matters related to earlier years and the Company has since complied with the requirements of the DRI.
On 7th November 2022 and 10th November 2022 the Company received an Investigation report of DRI dated
20th July 2022 from the GST Authority, together with certain demand intimations based on the Investigation report.
These demand initimations were for FY 2019-20 and for FY 2020-21 for payment of tax/interest/penalty amounting to
` 928.90 Lakhs & ` 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and a reply to such intimations
had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-
01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was
held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023.
Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e
8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to ` 958.97 Lakhs for
FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have merit; and hence
an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec
107 of the CGST Act. In view of this, no provision is considered necessary by the management.

(f) Trade Receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to ` 3,019 Lakhs,
` 1,050 Lakhs, ` 12,542 Lakhs and ` 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Company
could not get necessary confirmations from the respective parties and due to no material subsequent movement in
such balances, alternate procedure to verify those balances could also not be performed.

Further, the Company could not get confirmations for Loans from bodies corporate to the extent of ` 897 Lakhs lying
outstanding as on 31st March 2023.

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 TIL LIMITED ANNUAL REPORT 2022-23

Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said
balances as on 31st March 2023 and related impact on these Standalone Financial Statements.

The impact of above matters (a) to (f) on the accompanying Standalone Financial Statements is presently not ascertainable.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Companies Act, 2013, as amended (“the Act”). Our responsibilities under those Standards are
further described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Statements” section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the
provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide
a basis for our qualified audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements for the year ended 31st March 2023. These matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matters described in the basis for qualified opinion section, we have determined the matter
described below as Key audit matter and our description of how our audit addressed the matter is provided in that context.

Key audit matters How our audit addressed the key audit matter
Inventories (other than stock in transit) (refer Note 12 of the Standalone Financial Statements)
The Company is engaged in manufacturing of a Our audit procedures included the following:
comprehensive range of material handling, lifting, port, and
1. Obtained an understanding of the management with
road construction equipments with integrated customer
regard to internal controls relating to Inventory
support and after-sales service requiring a wide range of
management.
spare parts. The total inventory of such materials (other than
stock in transit) amounts to ` 10,849 Lakhs as on 31st March 2. We have reviewed the report submitted by the external
2023 (Refer Note 12 of Standalone Financial Statements). agency and checked for differences, if any, and whether
the same has been accounted for in the books of
Inventories are carried at lower of cost or net realizable
accounts.
value. Significant judgement is required in assessing the
appropriate level of the provision for slow moving and/or 3. We observed physical inventory counts at major locations
obsolete inventory, determination of net realizable value to ascertain the condition of inventory and tested on
and we determined this to be a matter of significance to a sample of items to assess the cost basis and net
our audit. realizable value of inventory and evaluated the adequacy
of provision for slow moving and obsolete inventories as
at 31st March 2023.

4. Tested on a sample basis the accuracy of cost for inventory

and testing the net realizable value by comparing
actual cost with the latest available contracts for similar
products.

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Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual report, but does not include the Standalone Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

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

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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 TIL LIMITED ANNUAL REPORT 2022-23

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

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

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1”a statement on the matters specified in
paragraphs 3 and 4 of the Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit, except to the extent described in the Basis for Qualified Opinion
paragraph where we were unable to obtain such information;

(b) Proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books except to the extent stated in the Basis for Qualified Opinion paragraph and clause (vi) of Annexure 1;

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 OVERVIEW STATUTORY REPORTS FINANCIALS

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

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion,
the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133
of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters described in the Basis for Qualified Opinion paragraph including Going Concern Assessment as stated
above, in our opinion, may have adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on 31st March 2023 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March 2023 from being appointed as a director in
terms of Section 164 (2) of the Act;

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the
Basis for Qualified Opinion paragraph above and clause (vi) of Annexure 1;

(h) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial Statements
and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report. That
report expresses a disclaimer of opinion on the Company’s internal financial controls with reference to these Standalone
Financial Statements for the reasons stated therein;

(i) In our opinion, the managerial remuneration for the year ended 31st March 2023 has been paid/provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –
Refer Note 35, 37.1 and 37.3 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note
43.4 to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 43.4
to the Standalone Financial Statements, no funds have been received by the Company from any person(s)

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 TIL LIMITED ANNUAL REPORT 2022-23

or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (a) and (b) above contains any material misstatement.

v. No Dividend has been declared or paid during the year by the company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect
from 1st April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014
is not applicable for the financial year ended 31st March 2023.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E
(Giridhari Lal Choudhary)
Partner
Kolkata Membership No. 052112
26th May 2023 UDIN : 23052112BGXCJJ7377

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 OVERVIEW STATUTORY REPORTS FINANCIALS

ANNEXURE 1 Referred to In Paragraph 1 under the heading

“Report On Other Legal And Regulatory
Requirements” of our report of even date to
the members of TIL Limited as at and For The
Year Ended 31st March 2023

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of Intangibles Assets.

(b) During the year, Property, Plant and Equipment have been physically verified by the management according to a
programme of verification at reasonable intervals which, in our opinion, is reasonable having regard to the size of
the Company and the nature of its assets. According to the information and explanations given to us, no material
discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of records of the
Company, the title/ lease deeds of all the immovable properties (other than properties where the company is the lessee
and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in
the name of the Company except in cases given below:

Description of the Gross Held in Whether Property Reason for not

property Carrying name of promoter, held since being held in
Value director or when name of company
(` in Lakhs) their relative
or employee
Freehold Land 309 Various No 01-04-2009 The Company is
admeasuring 30.48 owners in the process of
acres located at having small executing the deeds
Changual, Kharagpur, plots with the respective
West Bengal sellers.

Flat located at 1 Managing No 01-05-1975 The title deeds are

Mumbai Director of in the name of
erstwhile Managing
Spundish Director of
Engineering erstwhile Spundish
Limited Engineering
Limited, which was
amalgamated with
the Company in
earlier years.

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 TIL LIMITED ANNUAL REPORT 2022-23

In respect of immovable properties of land and buildings that have been taken on lease and disclosed as Right-Of-Use Assets in
the Standalone Financial Statements, the lease agreements are in the name of the Company, where the Company is the lessee
in the agreement, except the following:

Description of the Gross Carrying Held in name Whether Property Reason for not being held
property Value of promoter, held since in name of company
(` in Lakhs) director or when
their relative
or employee
Leasehold Land 1,048 * Shyama Prasad No 01-05-1960 The Lease deed of the
admeasuring Mukherjee Port related land with Shyama
9,919.40 square Trust Prasad Mukherjee Port Trust
meters located has expired on 31st March
at Kolkata, West 2015. The Company is in
Bengal the process of renewing the
lease deed.
* Also, Refer Note 4.5 of the Standalone Financial Statements.

(d) The Company has not revalued its Property, Plant and Equipment (including Right-Of-Use Assets) or Intangible Assets
during the year.
(e) According to information and explanations given to us and on the basis of our examination of the records of the
Company, there are no proceedings initiated or are pending against the Company for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The inventories, except for stocks lying with third parties, have been physically verified by the management during
the year. In our opinion and based on information and explanations given to us, the coverage and procedure of
such verification by the management is appropriate having regard to the size of the Company and the nature of its
operations. For stocks lying with third parties at the year-end, written confirmations have not been obtained (refer
para {d} in ‘Basis for Qualified Opinion’ section of our report). The discrepancies noticed on physical verification
between the physical stocks and the books records were not in excess of 10% in the aggregate for each class of
inventory and have been properly dealt with inthe books of accounts.
(b) As disclosed in note 43.5 to the Standalone Financial Statements, the Company has been sanctioned working capital
limits in excess of ` 5 Crs. in aggregate from banks during the year on the basis of security of current assets of the
Company. The quarterly returns filed by the Company with such banks are not in agreement with the books of
accounts of the Company and the details are as follows:
Quarter Name of the Bank Particulars Amount as Amount reported Difference
per books of in quarterly (` in Lakhs)
account return/statement
(` in Lakhs) (` in Lakhs)
June'22 All Consortium Banks Inventories 15,053 15,750 (697)
Trade Receivables 4,003 4,309 (306)
September'22 All Consortium Banks Inventories 15,379 15,379
Trade Receivables 3,711 3,731 (20)
December'22 All Consortium Banks Inventories 14,920 14,921 (1)
Trade Receivables 4,029 4,023 6
March'23 All Consortium Banks Inventories 14,097 14,405 (308)
Trade Receivables 4,626 4,617 9

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 OVERVIEW STATUTORY REPORTS FINANCIALS

As explained by the management, the differences are on account of numbers reported to the banks based on the
provisional quarterly accounts.

(iii) During the year, the Company has not made any investment, provided any guarantee or security or granted any loans
or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other
parties. Accordingly, the requirement to report on clause 3(iii)(a) to (f) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, guarantees and
securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable. The
provisions of section 186 of the Act in respect of investments made have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be
deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent
applicable except for receipt of loan from TIL Welfare Trust amounting to ` 1,066 Lakhs received in the previous financial
years which is in contravention of provision of sections 73 to 76 of the Act. We have been further informed by the
Company that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any court or any other tribunal in this regard.

(vi) The maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of
the Act and rules thereunder. We have been informed by the management that prescribed accounts and records for the
year ended 31st March 2023 are in the process of being made and maintained.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees’ state insurance, income-tax,
sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have not been
regularly deposited with the appropriate authorities and there have been significant delays in large number of cases.

According to the information and explanations given to us and based on audit procedures performed by us, undisputed
dues in respect of goods and services tax, provident fund, employees’ state insurance, income-tax, service tax, sales-
tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which were outstanding, at the
year end, for a period of more than six months from the date they became payable, are as follows:

Period
Amount
to which Date of
Name of Statute Nature of Dues (` in Due Date
amounts Payment
Lakhs)
relates
Income Tax Act, 1961 Tax Deducted at source 451.30 FY 21-22 Various Dates Unpaid
Income Tax Act, 1961 Tax Deducted at source 28.46 FY 22-23 Various Dates Unpaid
Income Tax Act, 1961 Tax Collected at source 19.77 FY 21-22 Various Dates Unpaid
Income Tax Act, 1961 Tax Collected at source 0.95 FY 22-23 Various Dates Unpaid
Employee Provident Fund Act, 1952 Provident Fund 475.16 FY 21-22 Various Dates Unpaid
Employee Provident Fund Act, 1952 Provident Fund 153.65 FY 22-23 Various Dates Unpaid
Employee State
Employees’ State Insurance Act, 1948 17.96 FY 21-22 Various Dates Unpaid
Insurance
Employee State
Employees’ State Insurance Act, 1948 6.12 FY 22-23 Various Dates Unpaid
Insurance
Employees' Provident Funds and
Professional Tax 1.81 FY 21-22 Various Dates Unpaid
Miscellaneous Provisions Act,1952
Employees' Provident Funds and
Professional Tax 2.21 FY 22-23 Various Dates Unpaid
Miscellaneous Provisions Act,1952

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 TIL LIMITED ANNUAL REPORT 2022-23

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars
of statutory dues referred to in sub-clause (a) as at 31st March 2023 which have not been deposited on account of a
dispute, are as follows:
Period to Amount
Nature of Forum where dispute is
Name of the Statute which Amount Involved
Dues pending
Relates (` in Lakhs)
The Central Sales Tax Act, 1956 Sales Tax Calcutta High Court 2007-08 74
West Bengal Commercial Taxes 2008-09
The Central Sales Tax Act, 1956 Sales Tax 931
Appellate & Revisional Board 2009-10
The West Bengal Value Added West Bengal Commercial Taxes 2008-09
Sales Tax 1,187
Tax Act, 2003 Appellate & Revisional Board 2009-10
Central Goods & Services Tax Goods & Assistant Commissioner of State
2019-20 959
Act, 2017 Services Tax Tax, Kolkata
The Customs, Excise and Service
Finance Act, 1994 Service Tax 2007-08 21
Tax Appellate Tribunal, Kolkata
The Customs, Excise and Service 2008-09
Finance Act, 1994 Service Tax 619
Tax Appellate Tribunal, Kolkata to 2013-14
Joint Commissionerof CGST & 2014-15 to
Finance Act, 1994 Service Tax 293
Central Excise, Kolkata 2017-18
Central Excise Commissioner of Central Excise 2013-14 to
Central Excise Act, 1944 10
Tax (Appeals) 2017-18
Central Excise Commissioner (Appeals), CGST & 2014-15 to
Central Excise Act, 1944 313
Tax Central Excise 2016-17
Commissioner of Income tax
Income Tax Act, 1961 Income Tax 2011-12 42
(Appeals)
Commissioner of Income tax
Income Tax Act, 1961 Income Tax 2014-15 11
(Appeals)
Commissioner of Income tax
Income Tax Act, 1961 Income Tax 2016-17 18
(Appeals)

(viii) According to the information and explanations given to us, the Company has not surrendered or disclosed any
transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the
Company.

(ix) (a) The Company has defaulted in repayment of dues to banks and financial institutions during the year as stated below:

Nature of borrowing Amount not paid Outstanding

Whether principal
including debt Name of Lender on due date since/ Delay
or interest
securities (` in Lakhs) (in days)
Principal 420.51 15-02-2022
Aditya Birla Finance Ltd.
Interest 43.35 15-02-2022
Long Term Loan
Tata Capital Financial Principal 1,022.62 13-04-2022
Services Ltd. Interest 97.89 13-04-2022

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Nature of borrowing Amount not paid Outstanding

Whether principal
including debt Name of Lender on due date since/ Delay
or interest
securities (` in Lakhs) (in days)
Principal 145.71 15-02-2022
Aditya Birla Finance Ltd.
Interest 17.55 15-02-2022
Tata Capital Financial Principal 1,017.00 10-05-2022
Services Ltd. Interest 96.93 10-05-2022
Principal 125.00 01-04-2022
Punjab National Bank
Guaranteed Emergency Interest 55.36 01-04-2022
Credit Line (GECL) Principal 202.77 01-06-2022
Union Bank of India
Interest 14.57 01-06-2022
Principal 660.30 10-06-2022
State Bank of India
Interest 44.51 01-06-2022
Principal 169.98 01-09-2022
IDBI Bank
Interest 10.25 01-09-2022
Financial Assistance under Principal 174.57 06-11-2021
Bank of India
CESS-2020 Scheme Interest 18.80 30-11-2021
Principal 2,551.12 16-10-2021
HDFC Bank
Interest 308.76 01-02-2022
Short Term Loan
Principal 153.43 01-04-2022
Union Bank of India
Interest 25.72 28-02-2022
Principal 2,460.00 20-03-2022
Bank of India
Interest 324.49 31-12-2021
Principal 563.18 17-06-2022
Union Bank of India
Interest 63.92 01-04-2022
Working Capital Demand
Principal 2,070.00 11-02-2023
Loan (WCDL) State Bank of India
Interest 165.12 01-10-2023
Principal 1,510.10 08-08-2022
South Indian Bank
Interest 222.25 01-08-2022
Axis Bank Interest 23.65 01-07-2022
Principal 726.34 20-03-2022
Bank of India
Interest 80.06 20-03-2022
Punjab National Bank Principal 106.30 31-12-2022
Principal 2,364.40 31-10-2021
HDFC Bank
Interest 306.76 31-10-2021
Principal 379.53 17-06-2022
Union Bank of India
Interest 38.81 17-06-2022
Cash Credit Principal 17.81 11-02-2023
State Bank of India
Interest 12.49 11-02-2023
Principal 2,089.31 01-04-2022
Indian Bank
Interest 277.02 01-04-2022
Principal 310.84 24-12-2022
IDBI Bank
Interest 16.95 24-12-2022
South Indian Bank Principal 793.22 08-08-2022
Axis Bank Interest 0.75 01-07-2022
Union Bank of India LC Devolved 43.08 9-57 days
Letter of Credit (LC)
Indian Bank LC Devolved 113.67 3 days

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 TIL LIMITED ANNUAL REPORT 2022-23

(b) According to the information and explanations given to us and the records of the Company examined by us, the
Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

(c) In our opinion and according to the information and explanations given by the management, term loans were applied
for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been
used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from
any entity or person on account of or to meet the obligations of its subsidiary.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary. Hence, the
requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer/further public offer (including
debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally
convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the
Order is not applicable to the Company.

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

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost
auditor/secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the company during the
year.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) (a) to (c) of the order are
not applicable to the Company.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in
Note 41 to the Standalone Financial Statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and natureof its business.

(b) The internal audit reports of the Company issued till the date for the periodunder audit have been considered by us.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-
cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) (a) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause (xvi) (a) & (b) of the
order is not applicable to the Company.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

(b) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.
Accordingly, the requirement to report on clause 3(xvi) (c) of the Order is not applicable to the Company.

(c) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi) of the
Order is not applicable to the Company.

(xvii) The Company has incurred cash losses amounting to ` 8,314 Lakhs in the current financial year and ` 39,352 Lakhs
(including accounting adjustments related to earlier years as stated in Note 32 of the Standalone Financial Statements) in
the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause
3(xviii) of the Order is not applicable to the Company.

(xix) As stated in Qualified Opinion paragraph in our main audit report for Going Concern Assessment and as disclosed in
Note 34, 40 and 42 to the Standalone Financial Statements which includes the financial ratios and ageing and expected
dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and based on our examination of the
evidence supporting the assumptions, there exists a material uncertainty that the Company may not be capable of
meeting its liabilities, existing at the date of balance sheet, as and when they fall due within a period of one year from
the balance sheet date.

(xx) The Company does not have any obligation towards Corporate Social Responsibility as per the provisions of Section 135
of the Act during the current and previous financial year and hence reporting in clause (xx) is not applicable.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E
(Giridhari Lal Choudhary)
Partner
Kolkata Membership No. 052112
26th May 2023 UDIN: 23052112BGXCJJ7377

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 TIL LIMITED ANNUAL REPORT 2022-23

ANNEXURE 2 To the Independent Auditor’s Report of even date on the

Standalone Financial Statements of TIL Limted
(Referred to in paragraph (h) under ‘Report on Other Legal and
Regulatory Requirements’ of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We were engaged to audit the internal financial controls with reference to Standalone Financial Statements of TIL Limited (“the
Company”) as of 31st March 2023 in conjunction with our audit of the Standalone Financial Statements of the Company for
the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal
control with reference to Standalone Financial Statements criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to Standalone Financial
Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of
Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to financial statements was established and maintained and if such controls operated effectively in all material respects.

Because of the matters described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for our opinion on whether the Company had adequate internal financial controls over
financial reporting with reference to these Standalone Financial Statements as at 31st March 2023 and whether such internal
financial controls were operating effectively.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Meaning of Internal Financial Controls with reference to Standalone Financial

Statements
A company’s internal financial control with reference to financial statement is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal financial control with reference to financial statements
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial
statements.

Disclaimer of Opinion
According to the information and explanation given to us, the Company has not established its internal financial control over
financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether
the Company had adequate internal financial controls over financial reporting and whether such internal financial controls
were operating effectively as at 31st March 2023. Accordingly, we do not express an opinion on Internal Financial Controls with
reference to these Standalone Financial Statements.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our
audit of the Standalone Financial Statements of the Company for the year ended 31st March 2023 and the disclaimer does not
affect our qualified opinion on the Standalone Financial Statements of the Company.

For Singhi & Co.

Chartered Accountants
(Firm’s Registration No. 302049E)
(Giridhari Lal Choudhary)
Partner
Kolkata Membership No. 052112
26th May 2023 UDIN: 23052112BGXCJJ7377

75
 TIL LIMITED ANNUAL REPORT 2022-23

STANDALONE BALANCE SHEET AS AT 31ST MARCH 2023 ( ` In Lakhs )

Particulars Note No. As at 31.03.2023 As at 31.03.2022
A ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 4 9,589 10,546
(b) Capital Work-In-Progress 6 27 27
(c) Right-of-use Assets 4.1 1,011 1,268
(d) Intangible Assets 7 - 46
(e) Investment in Subsidiary 8-A 74 302
(f) Financial Assets
(i) Investments 8-B - -
(ii) Others 9-A 148 582
(g) Deferred Tax Assets (Net) 10-B 3,868 3,447
(h) Income Tax Assets (Net) 10-A 704 499
(i) Other Non-Current Assets 11-A 29 21
Total Non-Current Assets 15,450 16,738
2 Current Assets
(a) Inventories 12 14,097 16,457
(b) Financial Assets
(i) Investments 8-C 10 8
(ii) Trade Receivables 13 3,019 2,610
(iii) Cash and Cash Equivalents 14-A 100 7
(iv) Bank Balances other than (iii) above 14-B 8 364
(v) Others 9-B 274 266
(c) Other Current Assets 11-B 1,659 1,658
Total Current Assets 19,167 21,370
3 Assets Held for Sale 4.3 419 -
TOTAL ASSETS 35,036 38,108
B EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 15 1,003 1,003
(b) Other Equity 16 (30,210) (21,309)
Total Equity (29,207) (20,306)
2 Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 17-A 15,159 17,760
(ii) Lease Liabilities 20-A 957 875
(b) Provisions 18-A 503 512
Total Non-Current Liabilities 16,619 19,147
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 17-B 24,859 22,089
(ii) Lease Liabilities 20-B 94 111
(iii) Trade Payables 19
A) Total outstanding dues of micro enterprises and small enterprises 395 382
B) Total outstanding dues of Creditors other than micro enterprises and 12,147 8,902
small enterprises
(iv) Other Financial Liabilities 21 2,512 431
(b) Other Current Liabilities 22 7,529 7,313
(c) Provisions 18-B 88 39
Total Current Liabilities 47,624 39,267
TOTAL EQUITY AND LIABILITIES 35,036 38,108

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Standalone Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

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 OVERVIEW STATUTORY REPORTS FINANCIALS

STANDALONE STATEMENT OF PROFIT & LOSS

FOR THE YEAR ENDED 31ST MARCH 2023
( ` In Lakhs )

Year Ended Year Ended

Particulars Note No.
31.03.2023 31.03.2022
I. Revenue from Operations 23 4,383 6,499
II. Other Income 24 1,086 2,427
III. Total Revenue (I + II) 5,469 8,926
IV. Expenses
Cost of Materials Consumed 25 1,173 2,098
Purchases of Stock-In-Trade 26 309 2,004
Changes in Inventories of Finished Goods, Stock-In-Trade and
27 1,602 (1,021)
Work-In-Progress
Employee Benefits Expense 28 3,673 5,531
Finance Costs 29 3,624 3,616
Depreciation and Amortization Expense 30 895 995
Other Expenses 31 3,402 10,097
Total Expenses (IV) 14,678 23,320
V. Profit/(Loss) Before Exceptional Items and Tax (III - IV) (9,209) (14,394)
VI. Exceptional Items 32 - (25,953)
VII. Profit/(Loss) Before Tax (After Exceptional Items) [V-VI] (9,209) (40,347)
VIII. Tax (Benefits)/Expenses
Current Tax - -
Income tax relating to earlier years - 172
Deferred Tax 10-B (381) 1,129
Total Tax (Benefits)/Expense (VIII) (381) 1,301
IX. Net Profit/(Loss) for the year (VII-VIII) (8,828) (41,648)
X. Other Comprehensive Income
A. Items that will not be reclassified to the Statement of
Profit and Loss
Remeasurement of the defined benefit plans (112) (79)
B. Income tax relating to items that will not be reclassified to the
Statement of Profit and Loss 39 28
Total Other Comprehensive Income (X) (73) (51)
XI. Total Comprehensive Income for the year (IX+X) (8,901) (41,699)
XII. Earnings Per Equity Share (Face Value of ` 10/-)
Basic and Diluted 44 (88.01) (415.22)

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Standalone Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

77
 TIL LIMITED ANNUAL REPORT 2022-23

STANDALONE STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST MARCH 2023 ( ` In Lakhs )

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022

A Cash Flow from Operating Activities

Profit/(Loss) Before Tax and Exceptional Items (9,209) (14,394)
Adjustments for
Depreciation and Amortization Expense 895 995
Finance Costs 3,624 3,616
Net (Gain)/Loss on Fair Valuation of investments through
(2) 1
Profit and Loss
Net gain on Assets held for Sale - (283)
Unrealized Foreign Exchange (Gain)/Loss ( Net ) 108 57
Provisions/Liabilities no longer required written back (953) (561)
Bad and Doubtful Trade Receivables/Advances/Claims 982 5,924
Provision for Impairment of Investment 228 -
Interest Income (39) (79)
Dividend Income - (1,492)
(Profit)/Loss on Sale of Property, Plant & Equipment (Net) 4 (1)
(Gain)/Loss on Modification/Termination on Lease Assets (3) 275
(Profit)/Loss on Fair Valuation of Derivatives not designated as
- 3
Hedging Instruments through Profit and Loss
4,844 8,455
Operating Profit before Working Capital Changes (4,365) (5,939)
Changes in Working Capital
Trade Receivables, Loans, Advances and Other Assets (1,381) 4,593
Inventories 2,360 (4,709)
Trade Payables, Other Liabilities and Provisions 4,259 4,058
5,238 3,942
Cash Generated from Operations 873 (1,997)
Income Tax (Paid)/Refund received (Net) (205) (80)
Net Cash Flows from/(used in) Operating Activities (A) 668 (2,077)
B Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment, Intangible Assets - 3
Sale of Property, Plant & Equipment 8 4,000
Margin Money/Bank Deposits not considered as Cash and
763 43
Cash Equivalents
Interest Received 39 79
Dividend Received - 1,492
Net Cash Flows from/(used in) Investing Activities (B) 810 5,617

78
 OVERVIEW STATUTORY REPORTS FINANCIALS

STANDALONE STATEMENT OF CASH FLOWS (Contd.)

FOR THE YEAR ENDED 31ST MARCH 2023 ( ` In Lakhs )

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022

C Cash Flow from Financing Activities

Repayment of Long Term Borrowings - (1,776)
Proceeds from Long Term Borrowings 55 4,476
Repayment of Lease Liabilities (100) (99)
Proceeds from Short Term Borrowings (Net) 101 (2,983)
Finance Costs Paid (1,441) (3,164)
Net Cash Flows from/(used in) Financing Activities (C) (1,385) (3,546)
Net Increase/(Decrease) in Cash and Cash Equivalents
93 (6)
(A+B+C)
Cash and Cash Equivalents at the beginning of the year
7 13
(Refer Note 14-A)
Cash and Cash Equivalents at the end of the year
100 7
(Refer Note 14-A)
Cash and Cash Equivalents comprises
Cash in hand 1 3
Balance with Banks 99 4
100 7

Note:
a) The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’
b) The composition of Cash & Cash Equivalent has been determined based on the Accounting Policy No. 2.23.
c) Figures for the previous year have been re-grouped wherever considered necessary.
d) Income Taxes paid/Refund received (net) are treated as arising from operating activities and are not bifurcated between investing and
financing activities.
e) As per Ind AS 7, the Company is required to provide disclosures that enable users of Financial Statements to evaluate changes in liabilities
arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company did not have any
material impact on the Statement of Cash Flows therefore reconciliation has not been given.

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Standalone Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

79
80
STANDALONE STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST MARCH 2023
(All amounts in ` Lakhs, unless otherwise stated)

A EQUITY SHARE CAPITAL

Balance as at 01.04.2021 Changes in equity share capital during the year Balance as at 31.03.2022
1,003 - 1,003
Balance as at 01.04.2022 Changes in equity share capital during the year Balance as at 31.03.2023
1,003 - 1,003
TIL LIMITED

B. OTHER EQUITY
Capital Development
Securities Capital Amalgamation General Retained Total
Redemption Rebate
Premium Reserve Reserve Reserve Earnings Equity
Reserve Reserve
Balance as at 01.04.2021 1,934 878 400 1 20 3,013 14,144 20,390
Profit/(Loss) for the year - - - - - - (41,648) (41,648)
Other Comprehensive Income
for the year (net of tax) - - - - - - (51) (51)
ANNUAL REPORT 2022-23

Balance as at 31.03.2022 1,934 878 400 1 20 3,013 (27,555) (21,309)

Profit/(Loss) for the year - - - - - - (8,828) (8,828)
Other Comprehensive Income
for the year (net of tax) - - - - - - (73) (73)
Total Comprehensive Income - - - - - - (8,901) (8,901)
Balance as at 31.03.2023 1,934 878 400 1 20 3,013 (36,456) (30,210)
 OVERVIEW STATUTORY REPORTS FINANCIALS

STANDALONE STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST MARCH 2023
(All amounts in ` Lakhs, unless otherwise stated)

B OTHER EQUITY (Contd.)

Securities Premium
This reserve represents the premium on issue of shares and can be utilized in accordance with the provisions of the
Companies Act, 2013.

Capital Reserve
This represents grants etc. of capital nature.

Capital Redemption Reserve

This reserve is created on redemption of capital.

Development Rebate Reserve and Amalgamation Reserve

These Reserves were transferred to the Company in the course of business combination.

General Reserve
The General Reserve is used from time to time to transfer profit from retained earnings for appropriation purposes.

Retained Earnings
This reserve represents the cumulative Profit/Loss of the Company. This can be utilized in accordance with the provisions
of the Companies Act, 2013.

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Standalone Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

81
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated)

1 GENERAL INFORMATION
TIL Limited (the ‘Company’) is engaged in manufacturing and marketing of a comprehensive range of material handling,
lifting, port and road construction solutions with integrated customer support and after sales service. Overall the Company’s
products and services are termed as Materials Handling Solutions (MHS). The Company has two manufacturing facilities -
Kamarhatty and Kharagpur in West Bengal. The Company is a Public Limited Company and is listed in Bombay, Calcutta
and National Stock Exchange in India.

1.1 Recent Accounting Developments

The Ministry of Corporate Affairs (MCA) notifies new standards or amendments to the existing standards under the
Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March 2023, MCA amended the
Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:

Ind AS 1, Presentation of Financial Statements – This amendment requires the entities to disclose their material accounting
policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods
beginning on or after 1st April 2023. The Company has evaluated the amendment and the impact of the amendment is
insignificant in the Standalone Financial Statements.

Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors – This amendment has introduced a definition
of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies
from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on
or after 1st April 2023. The Company has evaluated the amendment and there is no impact on its Standalone Financial
Statements.

Ind AS 12, Income Taxes – This amendment has narrowed the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of
this amendment is annual periods beginning on or after 1st April 2023. The Company has evaluated the amendment and
there is no impact on its Standalone Financial Statements.

2 Significant Accounting Policies

2.1 Statement of Compliance
These Standalone Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 except as referred in Note No. 33. The Standalone
Financial Statements have also been prepared in accordance with the relevant presentation requirements of the
Companies Act, 2013.

2.2 Basis of Preparation

The financial statements are prepared in accordance with the historical cost convention, except for certain items
(e.g. financial instruments) that are measured at fair values, as explained in the accounting policies.

Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or

82
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

estimated using another valuation technique. In estimating the Fair Value of an asset or a liability, the Company takes
into account the characteristics of the asset or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date. Fair Value for measurement and/or disclosure
purposes in these Financial Statements is determined on such a basis, except leasing transactions that are within the
scope of Ind AS 116 – “Leases”, and measurements that have some similarities to Fair Value but are not Fair Value,
such as net realizable value in Ind AS 2 – “Inventories“ or value in use in Ind AS 36 – “Impairment of Assets”.

2.3 Operating Cycle

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle
and other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1 – “Presentation of Financial
Statements” based on the nature of products and the time between the acquisition of assets for processing and
their realization in cash and cash equivalents; the Company has ascertained its operating cycle as 12 months for the
purpose of current – non current classification of assets and liabilities.

2.4 Property, Plant and Equipment - Tangible Assets

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and
impairment, if any.

Cost is inclusive of all directly attributable expenses including borrowing cost related to acquisition. Expenses
capitalized also include applicable borrowing costs for qualifying assets, if any. All upgradation/enhancements are
charged off as revenue expenditure unless they bring similar significant additional benefits. An item of property,
plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from
the continued use of asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in the Standalone Statement of Profit and Loss.

Capital Work in Progress is stated at cost (including borrowing cost, where applicable, and adjustment for exchange
difference), incurred during construction/installation/preoperative periods relating to items or projects in progress.

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use and a sale is considered highly probable. They are measured at the
lower of the carrying amount and the Fair Value less cost to sale.

An impairment loss is recognized for any initial or subsequent write-down of the asset to Fair Value less costs to sell.
A gain is recognized for any subsequent increases in Fair Value less costs to sell of an asset, but not in excess of any
cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale
of the non-current asset is recognized at the date of de-recognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are
classified as held for sale. Non-current assets (or disposal group classified as held for sale are presented
separately in the balance sheet.

83
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

2.5 Intangible Assets

Intangible Assets that the Company controls and from which it expects future economic benefits are capitalized
upon acquisition and measured initially:
a. for assets acquired in a business combination or by way of a Government grant, at Fair Value on the date of
acquisition/grant.
b. for separately acquired assets, at cost comprising the purchase price (including import duties and non refundable
taxes) and directly attributable costs to prepare the asset for its intended use.
Internally generated assets for which the cost is clearly identifiable are capitalized at cost. Research expenditure
is recognized as an expense when it is incurred. Development costs are capitalized only after the technical and
commercial feasibility of the asset for sale or use has been established. Thereafter, all directly attributable expenditure
incurred to prepare the asset for its intended use are recognized as the cost of such assets.

2.6 Derecognition of Tangible and Intangible Assets

An item of Property Plant and Equipments (PPE) is de-recognized upon disposal or when no future economic
benefits are expected to arise from its use or disposal. Gain or loss arising on the disposal or retirement of an item
of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in the Statement of Profit and Loss.

2.7 Depreciation and Amortization

Depreciation on Property, Plant and Equipment has been provided on the straight-line method as per the useful life
prescribed in Schedule II to the Companies Act, 2013. Intangible Assets are amortized on straight line basis as follows:
Computer Software - 2 to 5 years.
Technical Knowhow - 3 to 5 years.
The estimated useful life of the intangible assets and the amortization period are reviewed at the end of each
financial year and the amortization period is revised to reflect the changed pattern, if any.

2.8 Impairment of Assets

Impairment loss, if any, is provided to the extent, the carrying amount of assets or cash generating
units exceed their recoverable amount. Recoverable amount is higher of an asset’s net selling price and
its value in use. Value in use is the present value of estimated future cash flows expected to arise from
the continuing use of an asset or cash generating unit and from its disposal at the end of its useful life.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognized for the asset (or
cash-generating unit) in prior years. Any reversal of an impairment loss is recognized immediately in profit and loss.

2.9 Inventories
Inventories are stated at lower of cost and net realizable value. The cost is calculated on weighted average
method. Cost comprises expenditure incurred in the normal course of business in bringing such inventories to
its present location and condition and includes, where applicable, appropriate overheads based on normal
level of activity. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold at
or above cost. Net realizable value is the estimated selling price less estimated costs for completion and sale.
Obsolete, slow moving and defective inventories are identified periodically and, where necessary, a provision is
made for such inventories.

84
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

2.10 Foreign Currency Transactions

The functional and presentation currency of the Company is Indian Rupee. At the end of each reporting period,
monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
items carried at Fair Value that are denominated in foreign currencies are retranslated at the rates prevailing at the
date when the Fair Value was determined. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
Exchange differences on monetary items are recognized in the Standalone Statement of Profit and Loss in the period
in which they arise except for exchange differences on transactions entered into in order to hedge certain foreign
currency risks.

2.11 Derivatives
The Company enters into derivative financial instruments, primarily foreign exchange forward contracts, to manage
its exposure to foreign exchange risks.
Derivatives are initially recognized at Fair Value and are subsequently re-measured to their Fair Value at the end of
each reporting period. The resulting gains/losses is recognized in the Standalone Statement of Profit and Loss.

2.12 Investment in Subsidiaries

Investment in subsidiaries are carried at cost less accumulated impairment, if any.

2.13 Financial Instruments, Financial Assets, Financial Liabilities and Equity Instruments
Recognition: Financial assets include Investments, Trade Receivables, Advances, Security Deposits, Cash and
Cash Equivalents. Such assets are initially recognized at transaction price when the Company becomes party to
contractual obligations. The transaction price includes transaction costs unless the asset is being fair valued through
the Statement of Profit and Loss.
Classification: Management determines the classification of an asset at initial recognition depending on the
purpose for which the assets were acquired. The subsequent measurement of financial assets depends on such
classification.
Financial Assets are Classified as those Measured at
(a) Amortized cost, where the financial assets are held solely for collection of cash flows arising from payments of
principal and/or interest.
(b) Fair Value Through Other Comprehensive Income (FVTOCI), where the financial assets are held not only for
collection of cash flows arising from payments of principal and interest but also from the sale of such assets.
Such assets are subsequently measured at Fair Value, with unrealised gains and losses arising from changes in
the Fair Value being recognized in other comprehensive income.
(c) Fair Value Through Profit or Loss (FVTPL), where the assets are managed in accordance with an approved
investment strategy that triggers purchase and sale decisions based on the Fair Value of such assets. Such
assets are subsequently measured at Fair Value, with unrealised gains and losses arising from changes in the
Fair Value being recognized in the Standalone Statement of Profit and Loss in the period in which they arise.
Trade Receivables, Advances, Security Deposits, Cash and Cash Equivalents etc. are classified for measurement
at amortized cost while investments may fall under any of the aforesaid classes.

85
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Impairment: The Company assesses at each reporting date whether a financial asset (or a group of financial assets)
such as investments, trade receivables, advances and security deposits held at amortized cost and financial assets
that are measured at Fair Value through other comprehensive income are tested for impairment based on evidence
or information that is available without undue cost or effort. Expected credit losses are assessed and loss allowances
recognized if the credit quality of the financial asset has deteriorated significantly since initial recognition.
Reclassification: When the business model is changed, the Company shall reclassify all affected financial assets
prospectively from the reclassification date as subsequently measured at amortized cost, Fair Value through other
comprehensive income, Fair Value through profit or loss without restating the previously recognized gains, losses or
interest and in terms of the reclassification principles laid down in the Ind AS relating to Financial Instruments.
De-recognition: Financial assets are derecognized when the right to receive cash flows from the assets has expired,
or has been transferred, and the Company has transferred substantially all of the risks and rewards of ownership.
Concurrently, if the asset is one that is measured at:
(a) Amortized cost, the gain or loss is recognized in the Statement of Profit and Loss;
(b) Fair Value through other comprehensive income, the cumulative Fair Value adjustments previously taken to
reserves are reclassified to the Statement of Profit and Loss unless the asset represents an equity investment in
which case the cumulative Fair Value adjustments previously taken to reserves is reclassified within equity.
Income Recognition: Interest income is recognized in the Standalone Statement of Profit and Loss using the
effective interest method. Dividend income is recognized in the Standalone Statement of Profit and Loss when the
right to receive dividend is established.
Financial Liabilities: Borrowings, trade payables and other financial liabilities are initially recognized at the value of
the respective contractual obligations. They are subsequently measured at amortized cost. Any discount or premium
on redemption/settlement is recognized in the Statement of Profit and Loss as finance cost over the life of the
liability using the effective interest method and adjusted to the liability figure disclosed in the Balance Sheet.
Financial liabilities are derecognized when the liability is extinguished, that is, when the contractual obligation is
discharged, cancelled and on expiry.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a
long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes
payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed,
after the reporting period and before the approval of the financial statements for issue, not to demand payment as
a consequence of the breach.
Offsetting Financial Instruments: Financial assets and liabilities are offset and the net amount is included in the
Balance Sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention
to settle on a net basis or realise the asset and settle the liability simultaneously.
The legally enforceable right must not be contingent in future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Company or counterparty.

86
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Equity Instruments: Equity instruments are recognized at the value of the proceeds, net of direct costs of the
capital issue.
Derivatives: Derivatives are initially recognized at Fair Value and are subsequently remeasured to their Fair Value
at the end of each reporting period. The resulting gains/losses are recognized in the Statement of Profit and Loss
immediately.

2.14 Revenue
Revenue from contract with customers is recognized when the Company satisfies performance obligation by
transferring promised goods and services to the customer. Performance obligations may be satisfied at a point of
time or over a period of time. Performance obligations satisfied over a period of time are recognized as per the
terms of relevant contractual agreements/arrangements. Performance obligations are said to be satisfied at a point
of time when the customer obtains controls of the asset.
Revenue is measured based on transaction price, stated net of discounts, returns and applicable taxes. Transaction
price is recognized based on the price specified in the contract, net of the estimated sales incentives/discounts.
Accumulated experience is used to estimate and provide for the discounts/right of return, using the expected value
method.

2.15 Government Grant

Government grants are recognized when there is reasonable assurance that the grant will be received, and the
Company will comply with the conditions attached to the grant. Accordingly, government grants:
a) related to or used for assets are included in the Balance Sheet as deferred income and recognized as income over
the useful life of the assets.
b) related to incurring specific expenditures are taken to the Standalone Statement of Profit and Loss on the same
basis and in the same periods as the expenditures incurred.
c) by way of financial assistance on the basis of certain qualifying criteria are recognized as they become receivable.

2.16 Borrowing Costs

Borrowing cost comprises interest and other costs incurred in connection with borrowing the funds. All borrowing
costs are recognized in the Statement of Profit and Loss using the effective interest method except to the extent
attributable to qualifying Property Plant Equipment (PPE) which are capitalized to the cost of the related assets. A
qualifying PPE is an asset, that necessarily takes a substantial period of time to get ready for its intended use or sale.

2.17 Employee Benefits

The undiscounted amount of Short-term Employee Benefits (i.e. benefits payable within one year) are recognized in
the period in which the employee services are rendered.
Contributions towards provident funds are recognized as expense. Provident fund contributions in respect of
employees are made to Trusts - ’Tractors (India) Limited Provident Institution’ and ‘TIL Limited (Kamarhatty Works)
Provident Fund Institution’ being administered by the trustees of the said fund for the benefit of employees of
the Company and such Trusts invest funds following a pattern of investment prescribed by the Government. The
interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the

87
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Central Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if
any, on account of interest, is made good by the Company.

Contributions under Employees’ Pension Scheme is made as per statutory requirements and charged as expenses
for the year.

The Company also contributes to the Central Government administered Employees’ State Insurance Scheme for its
eligible employees, which is a defined contribution plan.

Provisions for Gratuity for eligible employees (being a defined benefit plan) is made on the basis of year-end
actuarial valuation using Projected Unit Credit Method.

In respect of certain eligible employees who have attained 45 years of age as on 1st April 2009, provision for
Superannuation under defined benefit plan is made on the basis of year end actuarial valuation using Projected Unit
Credit Method.

In respect of certain eligible employees who have not attained 45 years of age as on 1st April 2009 provision for
Superannuation is made :-
- under defined contribution scheme in respect of services rendered with effect from 1st April 2009.

- under defined benefit scheme in respect of services rendered up to 31st March 2009, based on frozen
pensionable salary as on 31st March 2009, using Projected Unit Credit Method.

Service costs and net interest expense or income is reflected in the Statement on Profit and Loss. Gain or Loss on
account of remeasurement are recognized immediately through other comprehensive income in the period in which
they occur.

Accrued liability towards compensated absence, covering eligible employees, evaluated on the basis of year-end
actuarial valuation using Projected Unit Credit Method, is recognized as a charge.

Ind AS 19 - Plan Amendment, Curtailment or Settlement

It requires an entity to use updated assumptions to determine current service costs and net interest for the remainder
of the period after a plan amendment, curtailment or settlement, and to recognize in the Statement of Profit and
Loss as part of past service cost, or gain or loss on settlement, any reduction in a surplus, even if that surplus was
not previously recognized because of the impact of the asset ceiling.

2.18 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. A contract is, or contains, a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Company assesses whether
(i) the contract involves the use of an identified asset,
(ii) the Company has substantially all of the economic benefits from the use of the asset through the period of the
lease and
(iii) the Company has the right to direct the use of the asset.

88
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

At the date of commencement of the lease, the Company recognizes a Right-Of-Use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve
months or less (short term leases) and low value leases. For these short term and low value leases, the Company
recognizes the lease payments as an operating expense on a straight line over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term.
ROU assets and liabilities include these options when it is reasonably certain that they will be exercised.
The ROU asset are initially recognized at cost, which comprise the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct cost less any lease
incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight line basis over the shorter of the lease term
and useful life of the underlying asset. ROU of assets are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. higher of the Fair Value less cost to sale and the value in use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.
In such cases, the recoverable amount is determined using Cash Generating Unit (CGU) to which the asset belongs.
As per Ind AS- 116, lease liability is initially measured at the present value of the future lease payments. The lease

payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change
in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been
classified as financing cash flows.

2.19 Taxes on Income

Taxes on income comprise of current taxes and deferred taxes. Current tax in the Statement of Profit and Loss is
provided as the amount of tax payable in respect of taxable income for the period using tax rates and tax laws
enacted during the period, together with any adjustment to tax payable in respect of previous years.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the
amounts used for taxation purposes (tax base), at the tax rates and tax laws enacted or substantively enacted by the
end of the reporting period. Deferred tax assets are recognized for the future tax consequences to the extent it is
probable that future taxable profits will be available against which such unused tax losses can be utilized.
Income tax, in so far as it relates to items disclosed under other comprehensive income or equity, are disclosed
separately under other comprehensive income or equity, as applicable.
Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on net basis,
or to realize the asset and settle the liability simultaneously.

89
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Tax Credit is recognized in respect of Minimum Alternate Tax (MAT) as per the provisions of Section 115JAA/115JB
of the Income Tax Act, 1961 based on convincing evidence that the Company will recover the same against normal
income tax within the statutory time frame which is reviewed at each Balance Sheet Date.

2.20 Provisions and Contingent Liabilities

Provisions are recognized when, as a result of a past event, the Company has a legal or constructive obligation; it
is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably
estimated. The amount so recognized is a best estimate of the consideration required to settle the obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation.
In an event when the time value of money is material, the provision is carried at the present value of the cash flows
estimated to settle the obligation.
A disclosure of a contingent liability is made when there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation
and the likelihood of outflow of resources, is remote, no provision or disclosure of contingent liability is made.

2.21 Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The CODM is responsible for allocating resources and assessing performance of the
operating segments. Based on such the Company operates in one operating segment, viz. Materials Handling
Solutions (MHS).

2.22 Earnings per Share

Basic earnings per share are calculated by dividing the profit and loss for the year attributable to shareholders by the
weighted average number of shares outstanding during the year. For the purpose of calculating diluted earnings
per share, the profit and loss for the year attributable to Shareholders and weighted average number of shares
outstanding during the year is adjusted for the effects of all dilutive potential shares.

2.23 Cash and cash Equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at banks and on hand and short term deposits
with an original maturity of three months or less, which are subject to an insignificant risk of change in value.
For the purpose of the statement of cash flows, cash and cash equivalents include cash on hand, term deposits
and other short-term highly liquid investments, net of bank overdrafts as they are considered an integral part of
the Company’s cash management. Bank overdrafts are shown within short term borrowings in the Balance Sheet.

2.24 The Company has Adopted a Norm to Round-off any Amount below ` 0.5 Lakh

3 Use of Estimates and Judgements

The preparation of Financial Statements in conformity with Generally Accepted Accounting Principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the Financial Statements and the results of operations during the
reporting period end. Although these estimates are based upon management’s best knowledge of current events
and actions, actual results could differ from these estimates. The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised

90
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

if the revision affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.

Judgements in Applying Accounting Policies

The preparation of the Company’s Standalone Financial Statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.

Key Sources of Estimation of Uncertainity

The following are the key assumptions concerning the future, and other key sources of estimation of uncertainity
at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.

3.1 Useful Lives of Property, Plant and Equipments and Intangible Assets
As described in the significant accounting policies, the Company reviews the estimated useful lives of property, plant
and equipment and intangible assets at the end of each reporting period.

3.2 Fair Value Measurements and Valuation Processes

Some of the Company’s assets and liabilities are measured at Fair Value for financial reporting purposes. Fair Value
measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the Fair Value
measurements are observable and the significance of the inputs to the Fair Value measurement in its entirety, which
are described as follows
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability. The Company engages third party valuers, where
required, to perform the valuation.
Information about the valuation techniques and inputs used in determining the Fair Value of various assets and
liabilities are disclosed in the notes to the Financial Statements.

3.3 Actuarial Valuation

The determination of Company’s liability towards defined benefit obligation to employees is made through
independent actuarial valuation including determination of amounts to be recognized in the Statement of Profit
and Loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking
into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the
employment market. Information about such valuation is provided in notes to the Financial Statements.

3.4 Claims, Provisions and Contingent Liabilities

The Company has ongoing litigations with various regulatory authorities. Where an outflow of funds is believed to
be probable and a reliable estimate of the outcome of the dispute can be made based on management’s assessment

91
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of
the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation
uncertainty. Information about such litigations is provided in notes 37.1 to 37.3 to the Financial Statements.

3.5 Inventory Obsolescence

The Company reviews the condition of its inventories and makes provision against obsolete and slow-moving
inventory items which are identified as no longer suitable for sale or use. Company estimates the net realizable value
for such inventories based primarily on the latest invoice prices and current market conditions. The Company carries
out an inventory review at each balance sheet date and makes provision against obsolete and slow-moving items.
The Company reassesses the estimation on each Balance Sheet date.

3.6 Impairment of Financial Assets

The Company assesses impairment based on Expected Credit Losses (ECL) model on trade receivables. The Company
uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision
matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted
for forward looking estimates. At every reporting date, the historically observed default rates are updated and
changes in the forward-looking estimates are analysed.

3.7 Interest on Borrowings

As the lenders have classified the loan facilities as NPA and have stopped charging interest in some cases, the
Management is recognizing interest as per the latest interest rate available with them on prudence.

3.8 Impairment of Investment in Subsidiary

Determining whether the investments in subsidiaries are impaired requires an estimate in the value in use. In
considering the value in use, the Management anticipates the future cash flows, discount rates and other factors of
the underlying businesses/companies.
In case, where the operations have stopped, the value in use is derived from the net assets value. Investment over
and above the net book value is recognized as impairment.

3.9 Lease Liability

The period of lease in case of expired lease contract pending renewal, the best available data based on negotiations
with the lessor and period of prior agreement is considered.

4 PROPERTY, PLANT AND EQUIPMENT

Particulars As at 31.03.2023 As at 31.03.2022
Net Carrying Amounts of
Freehold Land 1,756 1,756
Buildings 5,268 5,664
Plant and Equipment 2,308 2,655
Furniture and Fixtures 186 348
Office Equipment 6 11
Vehicles 65 112
Total 9,589 10,546

92
 Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

4 PROPERTY, PLANT AND EQUIPMENT (Contd.)

As at Assets Held As at Assets Held As at

Particulars Additions Disposals Additions Disposals
01.04.2021 for Sale 31.03.2022 for Sale 31.03.2023
Gross Carrying
Amount- Cost
Freehold Land 1,694 62 - - 1,756 - - - 1,756
Buildings 6,989 58 - - 7,047 - - 317 6,730
Plant and Equipment 4,928 5 2 - 4,931 - 2 - 4,929
Furniture and Fixtures 1,426 - - - 1,426 - - - 1,426
Office Equipment 27 * - - 27 - - - 27
Vehicles 163 - - - 163 - 26 - 137
Total 15,227 125 2 - 15,350 - 28 317 15,005

Eliminated Eliminated As at
As at Depreciation Assets Held As at Depreciation Assets Held
Particulars on disposals on disposals
01.04.2021 expense for Sale 31.03.2022 expense for Sale 31.03.2023
of assets of assets
Depreciation
Freehold Land - - - - - - - - -
OVERVIEW

Buildings 1,116 267 - - 1,383 254 - 175 1,462

Plant and Equipment 1,870 407 1 - 2,276 347 2 - 2,621
Furniture and Fixtures 906 172 - - 1,078 162 - - 1,240
Office Equipment 11 5 - - 16 5 - - 21
Vehicles 15 36 - - 51 35 14 - 72
STATUTORY REPORTS

Total 3,918 887 1 - 4,804 803 16 175 5,416

FINANCIALS

93
94
Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

4.1 RIGHT-OF-USE ASSETS

Particulars As at 31.03.2023 As at 31.03.2022
Net Carrying Amounts of
Right-Of-Use Assets 1,011 1,268
Total 1,011 1,268
TIL LIMITED

As at Addition/ Assets Held As at Addition/ Assets Held As at

Particulars Disposals Disposals
01.04.2021 Modification for Sale 31.03.2022 Modification for Sale 31.03.2023
Gross Carrying
Amount- Cost
Right-Of-Use Assets 602 951 224 - 1,329 87 72 296 1,048
Total 602 951 224 - 1,329 87 72 296 1,048

As at Amortization Amortization Assets Held As at Amortization Amortization Assets Held As at

ANNUAL REPORT 2022-23

Particulars
01.04.2021 expense on disposals for Sale 31.03.2022 expense on disposals for Sale 31.03.2023

Amortization
Right-Of-Use Assets 65 47 51 - 61 46 51 19 37
Total 65 47 51 - 61 46 51 19 37
*Amount is below the rounding off norm adopted by the Company.
4.2 For details of Property, Plant and Equipment given as security against borrowing - Refer Note 17.2.
4.3 Assets including Right-Of-Use assets located in Shahibabad and Chennai are exclusively securitized with Tata Capital Financial Services Ltd. and Aditya Birla Finance Ltd. respectively. Due to acute Liquidity
crisis, the loan facilities granted to the Company by these two NBFCs were declared NPA. Accordingly, under the provisions of the SARFAESI Act, 2002. the two NBFCs have taken physical possession of
the two properties. Accordingly, these two properties amounting to ` 419 Lakhs (Previous year Nil) have been categorized as Assets Held for Sale. Further, since the Fair Value of the two Properties are
higher than its carrying value as on 31st March 2023, in the opinion of the management, no impairment provision is considered necessary.
4.4 The Company had engaged an external valuer for conducting the Fair Valuation of its Property, Plant & Equipment in the previous year. Since the Fair Value of the Property, Plant & Equipment is higher
than its carrying value as on 31st March 2023, based on said evaluation, in the opinion of the management, no impairment provision is considered necessary.

 Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

4.5 The title deeds of immovable property are not held in the name of the Company in the following cases.
Details as on 31st March 2023
Whether title deed
Gross
Net carrying holder is a promoter, Property
Description of item of carrying Title deeds held Reason for not being held in the name of
value director or relative/ held since
Property value in the name of the Company
(` in Lakhs) employee of which date
(` in Lakhs)
promoter/director
Managing
The title deeds are in the name of Managing Director
Director of
Flat located at Mumbai No 01-05-1975 of erstwhile Spundish Engineering Limited, which was
1 1 erstwhile Spundish
amalgamated with the Company in earlier years.
Engineering Limited
Freehold Land admeasuring
Various owners The Company is in the process of executing the deeds
30.48 acres located at Changual, No 01-04-2009
309 309 having small plots with the respective sellers.
Kharagpur, West Bengal
Lease hold Land admeasuring Shyama Prasad The Lease deed of the related land with Shyama Prasad
9,919.40 square meters located 1,048* Mukherjee Port No 01-05-1960 Mukherjee Port Trust has expired on 31st March 2015. The
1,002
at Kolkata, West Bengal Trust Company is in the process of renewing the lease deed.

Details as on 31st March 2022

Whether title deed
Gross
Net carrying holder is a promoter, Property
Description of item of carrying Title deeds held Reason for not being held in the name of
value director or relative/ held since
Property value in the name of the Company
(` in Lakhs) employee of which date
(` in Lakhs)
promoter/director
OVERVIEW

Managing
The title deeds are in the name of Managing Director
Director of
Flat located at Mumbai No 01-05-1975 of erstwhile Spundish Engineering Limited, which was
1 1 erstwhile Spundish
amalgamated with the Company in earlier years.
Engineering Limited
Freehold Land admeasuring
Various owners The Company is in the process of executing the deeds
30.48 acres located at Changual, No 01-04-2009
309 309 having small plots with the respective sellers.
Kharagpur, West Bengal
STATUTORY REPORTS

Lease hold Land admeasuring Shyama Prasad The Lease deed of the related land with Shyama Prasad
9,919.40 square meters located 951* Mukherjee Port No 01-05-1960 Mukherjee Port Trust has expired on 31st March 2015. The
949
at Kolkata, West Bengal Trust Company is in the process of renewing the lease deed.
* Adjusted for lease modifications, if any.
4.6 The Company doesn’t hold any Benami Property and there is no proceedings initiated or pending against the Company for holding any Benami Property under the Benami Transaction (Prohibition) Act,
1988 and rules made there under.
FINANCIALS

4.7 The Company has not revalued its Property, Plant & Equipment, Right-Of-Use Assets and Intangible Assets during the current year and previous year.

95
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

5 Leases
The Company has adopted Ind AS 116 - Leases (w.e.f. 1st April 2019). The Impact of Ind AS 116 on the Financial Statements
for the year ended 31st March 2023 is as under

5.1 Amount Recognized in Balance Sheet and Statement of Profit and Loss
Carrying amounts of the Right-Of-Use Assets and Lease Liabilities and movements during the year is given below

Right-Of-Use Assets
Particulars Lease Liabilities
Land & Buildings
As at 1st April 2021 537 263
Addition/Modification and Disposal of ROU assets (Net) 727 756
Amortization Expenses 47 -
Amortization on Disposal of ROU assets 51 -
Interest Expenses - 34
Payments/Adjustments made during the year - (67)
As at 31st March 2022 1,268 986

As at 1st April 2022 1,268 986

Addition/Modification and Disposal of ROU assets (Net) 15 63
Amortization Expenses 46 -
Amortization on Disposal of ROU assets 51 -
Interest Expenses - 102
Payments/Adjustments made during the year - (100)
Assets Held for Sale (Refer note 4.3) 277
As at 31st March 2023 1,011 1,051

5.2 Amounts Recognized in the Statement of Profit and Loss

For the Year Ended For the Year Ended
Particulars 31.03.2023 31.03.2022
Amount Amount
Amortization expense on Right-Of-Use assets 46 47
Interest expenses on lease liabilities 102 34
Rent expenses of short term lease and leases of low value 21 60
Total 169 141

96
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

5.3 Lease Liabilities

Carrying amounts of the Right-Of-Use assets and liabilities and movements during the year.

Particulars As at 31.03.2023 As at 31.03.2022

Minimum lease payments
Within one year 95 111
After one year but not more than five years 488 446
More than five years 3,183 3,039
3,766 3,596
Less: Future finance charges 2,715 2,610
1,051 986
Included in the financial statements as
Current Lease Liabilities (Refer Note 20-B) 94 111
Non-current Lease Liabilities (Refer Note 20-A) 957 875
1,051 986
The Net Carrying amount of ROU assets (Refer Note 4.1) 1,011 1,268
1,011 1,268

6 CAPITAL WORK-IN-PROGRESS
Particulars As at 31.03.2023 As at 31.03.2022
a. Balance as at the beginning of the year 27 227
b. Add: Additions during the year - -
c. Total Capital Work-In-Progress: c=(a+b) 27 227
d. Less: Transferred to Plant, Property and Equipment and Intangible Assets - 117
e. Less: Written off during the year - 83
f. Balance as at the end of the year: f=(c-d-e) 27 27

6.1 Ageing of Capital Work-In-Progress as on 31st March 2023 is as below

Amount of CWIP for a period of
Capital Work-In-Progress (CWIP) 1-2 Total
Less than 1 year 2-3 years More than 3 years
years
i) Projects in progress - - - - -

ii) Projects temporarily suspended - - -

27 27
Total - - - 27 27

97
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Ageing of Capital Work-In-Progress as on 31st March 2022 is as below

Amount of CWIP for a period of
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
i) Projects in progress - - - - -
ii) Projects temporarily suspended - - - 27 27
Total - - - 27 27

Projects which have exceeded their original timeline/original budget is ` 27 Lakhs (Previous Year ` 27 Lakhs)

Expected Capital Work-In-Progress Completion schedule for overdue cases as at 31st March 2023
To be completed in
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress - - - - -
Projects temporarily suspended
i) Paint Booth at Kharagpur - 27 - - 27
Total - 27 - - 27

Expected Capital Work-In-Progress Completion schedule for overdue cases as at 31st March 2022
To be completed in
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects temporarily suspended
(i) Paint Booth at Kharagpur - - 27 - 27
Total - - 27 - 27

7 INTANGIBLE ASSETS
Particulars As at 31.03.2023 As at 31.03.2022
Net Carrying Amounts of
Technical Know-how - -

Software - 46
Total - 46

98
 Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

7 INTANGIBLE ASSETS (Contd.)

As at As at As at
Particulars Additions Disposals Additions Disposals
01.04.2021 31.03.2022 31.03.2023
Gross Carrying Amount- Cost
Technical Know-how 548 - - 548 - - 548
Software 325 - - 325 - - 325
Total 873 - - 873 - - 873

Eliminated Eliminated
As at Amortization As at Amortization As at
Particulars on disposals on disposals
01.04.2021 expense 31.03.2022 expense 31.03.2023
of assets of assets
Amortization
Technical Know-how 548 - - 548 - 548
Software 218 61 - 279 46 - 325
Total 766 61 - 827 46 - 873

8-A INVESTMENT IN SUBSIDIARY

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Value Numbers Value
OVERVIEW

I. Investments Carried at Cost

Unquoted Investments (All fully paid)
Investment in Equity Instruments of Subsidiary
TIL Overseas Pte Limited
107,577 302 107,577 302
Shares of Singapore $10 each fully paid
Less: Provision for impairment of investment (228) -
Investments Carried at Cost 74 302
STATUTORY REPORTS

Aggregate book value of investments

Quoted - -
Unquoted 74 302
Aggregate market value of quoted investments - -
Aggregate amount of impairment in value of investments 228 -
FINANCIALS

99
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

8-B NON-CURRENT INVESTMENTS

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Value Numbers Value
I. Investments carried at Fair Value through Profit and Loss
Unquoted Investments :
Investment in Equity Instrument
Myanmar Tractors Limited 602 13 602 13
Shares of Kyats 1000 each fully paid
(equivalent to US$ 168.55 each)
Less: Provision for impairment of investment (13) (13)
II. Investments Carried at Fair Value through Profit and Loss - -
Aggregate book value of investments
Quoted - -
Unquoted - -
- -
Aggregate market value of quoted investments - -
Aggregate amount of impairment in value of investments 13 13

8-C CURRENT INVESTMENTS

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Value Numbers Value
I. Investments Carried at Fair Value Through Profit and Loss
Quoted Investments
Investment in Equity Instrument
Eveready Industries India Limited 1,266 4 1,266 4
Shares of ` 5/- each fully paid
McLeod Russell India Limited 1,266 * 1,266 *
Shares of ` 5/- each fully paid
Bank of India 7,900 6 7,900 4
Shares of ` 10/- each fully paid
10 8
Aggregate book value of quoted investments 10 8
Aggregate market value of quoted investments 10 8
*Amount is below the rounding off norm adopted by the Company.

8.1 Details of Subsidiaries and Joint Ventures in Accordance with Ind AS 112 "Disclosure of Interests in other Entities"
Name of the Company Country of Incorporation As at 31.03.2023 As at 31.03.2022
Subsidiary
TIL Overseas Pte. Ltd. Singapore 100% 100%
8.2 Particulars of investments as required in terms of section 186(4) of the Companies Act, 2013 have been disclosed
under note 8-A.

100
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

9 OTHER FINANCIAL ASSETS

Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Unsecured, Considered Good
Security Deposits 37 53
Deposit with Banks - 11
Earmarked Balances with Banks # 111 518
Total 148 582
# Earmarked balances with banks represent balances held for margin money against issue of bank guarantees.

Particulars As at 31.03.2023 As at 31.03.2022

B. CURRENT
Unsecured, Considered Good
Security Deposits * 127 118
Claims Receivable 129 130
Others** 18 18
Total 274 266
* Security Deposits (net of provision of ` 101 Lakhs [Previous year ` 101 Lakhs]) {Refer note 9.1(A)}
** Others (net of provision of ` 162 Lakhs [Previous year ` Nil) {Refer note 9.1(B)}

9.1 The Details in Movement of Other Provisions are as follows

A. Provision for Security Deposit As at 31.03.2023 As at 31.03.2022

Balance at the beginning of the year 101 101
Additions during the year - -
Released to the Standalone Statement of Profit and Loss - -
Balance at the end of the year 101 101

B. Provision on Claims from Customers towards Bank Guarantee Invocation As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year - -
Additions during the year 162 -
Released to the Standalone Statement of Profit and Loss - -
Balance at the end of the year 162 -

10-A INCOME TAX ASSETS (NET)

Particulars As at 31.03.2023 As at 31.03.2022
Advance Income Tax {Net of Provision for Taxation ` 604 Lakhs
704 499
(Previous year ` 604 Lakhs )}
Total 704 499

101
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Income Tax (Benefits)/Expenses

The Company is subject to income tax in India on the basis of Standalone Financial Statements. As per the Income Tax Act, the
Company is liable to pay income tax which is the higher of regular income tax payable and the amount payable based on the
provisions applicable for Minimum Alternate Tax (MAT).
MAT paid in excess of regular income tax during a year can be carried forward for a period of 15 years and can be set-off
against future tax liabilities.

The Reconciliation of Estimated Income Tax to Income Tax Expense is as below

Year ended Year ended

Particulars
31.03.2023 31.03.2022
Profit/(Loss) Before Tax (9,209) (40,347)
Income Tax Expenses calculated at statutory rate 34.94% 34.94%
Expected Income Tax Expense at Statutory Income Tax rate (3,218) (14,099)
(i) Effect of Expenses that are not deductible in determining taxable profit on 689 96
which DTA is not recognized
(ii) Effect of permanent difference under Income Tax Act/Tax impact of losses 1,924 15,256
on which DTA is not recognized
(iii) Others 224 48
Total Tax Expense Recognized in Standalone Statement of Profit and Loss (381) 1,301

10-B Components Of Deferred Tax Assets/(Liabilities)

as at 31st March 2023 is as below
Recognized/ Recognized
Balance
(Reversed) in in Other Balance as at
Particulars as at
Statement of Comprehensive 31.03.2023
01.04.2022
Profit and Loss Income
Deferred Tax Assets
Provisions 1,006 252 - 1,258
Disallowances u/s 43B of IT Act 579 34 39 652
Prepaid Lease Rent 6 14 - 20
MTM Valuation of Investment - (1) - (1)
1,591 299 39 1,929
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 1,170 (82) - 1,088
1,170 (82) - 1,088
Net Deferred Tax Assets/(Liabilities) [A] 421 381 39 842
MAT Credit Entitlement
MAT Credit Receivable 3,026 - - 3,026
Total MAT Credit Receivable [B]* 3,026 - - 3,026
Net Deferred Tax Assets/(Liabilities) [C]=[A]+[B] 3,447 381 39 3,868

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Components of Deferred Tax Assets/(Liabilities) as at 31st March 2022 is as below

Recognized/ Recognized
Balance
(Reversed) in in Other Balance as at
Particulars as at
Statement of Comprehensive 31.03.2022
01.04.2021
Profit and Loss Income
Deferred Tax Assets
Provisions 2,544 (1,538) - 1,006
Disallowances u/s 43B of IT Act 198 353 28 579
Prepaid Lease Rent 5 1 - 6
2,747 (1,184) 28 1,591
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 1,223 (53) - 1,170
MTM Valuation of Investment 2 (2) - -
1,225 (55) - 1,170
Net Deferred Tax Assets/(Liabilities) [A] 1,522 (1,129) 28 421
MAT Credit Entitlement
MAT Credit Receivable 3,026 - - 3,026
Total MAT Credit Receivable [B]* 3,026 - - 3,026
Net Deferred Tax Assets/(Liabilities) [C]=[A]+[B] 4,548 (1,129) 28 3,447
* Unused tax credits are due to expire from financial year 2027-28 to 2035-36.

10.1 The Company has carried forward Minimum Alternate Tax Credit of ` 3,026 Lakhs as on 31st March 2023 (a component
of deferred tax asset in the financial statements) which was accounted for in the earlier years. In the opinion of the
management sufficient future taxable profit will be available against which these unused tax credits can be utilized
within the stipulated period under the provisions of Income Tax Act 1961.

10.2 The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year ended 31st March 2023 and 31st March 2022 in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

10.3 The Company is not creating/recognizing deferred tax assets on unused tax losses.

11 OTHER ASSETS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Balance with Statutory/Government Authorities (other than Income 18 5
Taxes) [Refer Note 11.1]
Employee Advance 11 16
Total 29 21

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 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

11 OTHER ASSETS (Contd.)

Particulars As at 31.03.2023 As at 31.03.2022
B. CURRENT
Advance to Suppliers 2,882 2,840
Less : Provision (Refer Note 11.2) 1,832 1,832
1,050 1,008
Balance with Statutory/Government Authorities (other than Income Taxes) 391 317
Employee Advance 101 67
Prepaid Expenses 117 266
Total 1,659 1,658

11.1 Balance with Statutory/Government Authorities relates to amounts paid under protest in respect of demands from regulatory
authorities.

11.2 The Details of Movement of Provisions are as follows

Particulars As at 31.03.2023 As at 31.03.2022
Provision for Advance to Suppliers
Balance at the beginning of the year 1,832 -
Additions during the year - 1,832
Released to the Standalone Statement of Profit and Loss - -
Balance at the end of the year 1,832 1,832

12 INVENTORIES
(Measured at lower of cost and net realizable value) As at 31.03.2023 As at 31.03.2022
a. Raw Materials 10,180 10,878
10,180 10,878
b. Work-in-Progress 1,893 3,437
1,893 3,437
c. Finished Goods - -
- -
d. Stock-in-Trade 1,909 1,967
1,909 1,967
e. Stores and Spares 115 175
115 175
Total 14,097 16,457

12.1 The above includes Goods-in-Transit as under (Refer Note 12.5)

Particulars As at 31.03.2023 As at 31.03.2022
Raw Material 3,137 3,682
Stock-in-Trade 111 105
Total 3,248 3,787

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

12.2 Value of inventories of Raw Materials above is stated after provisions of ` 383 Lakhs (Previous year ` 602 Lakhs ) on slow
moving stock. Further, ` 56 Lakhs (Previous year ` 11,348 Lakhs; shown as Exceptional Items under note 32) have been
written off during the year based on physical verification conducted by the management.
12.3 Value of inventories of Work-In-Progress above is stated after provisions of ` 51 Lakhs (Previous year ` 101 Lakhs) for
write down to net realizable value. Further, ` Nil (Previous year ` 1,525 Lakhs; shown as Exceptional Item under note
32) have been written off during the year. Further, Stock-in-trade amounting to ` 52 Lakhs (Previous year ` 1,535
Lakhs; shown as Exceptional Item under note 32) have been written off during the year based on physical verification
conducted by the management.
12.4 For details of Inventories given as security against borrowing (Refer Note 17.2)
12.5 Raw Materials/Stores and Spares includes materials valuing ` 3,248 Lakhs (Previous year ` 3,787 Lakhs) lying in Bonded
Warehouse/at Port as on 31st March 2023 which also includes ` 3,234 Lakhs imported in the earlier years. These inventories
could not be released from the authorities due to non-payment of custom duty, other charges etc. The management does
not expect any material loss on account of any obsolescence in these said stocks due to passage of time and no provision is
considered necessary. Further ` 190 Lakhs (Previous year ` Nil) have been written off during the year on account of auction
by Customs Authority.

13 TRADE RECEIVABLES
Particulars As at 31.03.2023 As at 31.03.2022
Unsecured, Considered Good 3,019 2,610
Unsecured, Considered Doubtful 1,607 1,047
Which have Significant Increase in Credit Risk - -
Credit Impaired - -
4,626 3,657
Less : Allowance for Credit Losses (1,607) (1,047)
Total 3,019 2,610

In determining the allowances for credit losses of trade receivables, the Company has used a practical expedient by computing
the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account
historical credit loss experience and is adjusted for forward looking information. The expected allowance for credit losses is
based on the ageing of the receivables that are due and rates used in the provision matrix.
13.1 Movements in Allowance for Credit Losses is as below
Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1,047 7,166
Charge in Statement of Profit and Loss 560 5,831
Utilized during the year - (11,950)
Balance at the end of the year 1,607 1,047

13.2 There are no debts due by the Directors or other officer of the Company or any of them severally or jointly with any other person
or debts due by the firm or private companies respectively in which any Director is a partner or a Director or a member.
13.3 There are no unbilled receivable as on 31st March 2023 and 31st March 2022.
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 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

13.4 (a) Ageing of Trade Receivables as at 31st March 2023

Outstanding for following periods from due date of payment
Particulars Less than 6 months More than
Not due 1-2 years 2-3 years Total
6 months to 1 year 3 years
Undisputed Trade Receivable
(i) Considered Good 366 952 844 488 369 - 3,019
(ii) Considered Doubtful 16 63 152 144 308 924 1,607
(iii) Which have Significant
- - - - - -
Increase in Credit Risk -
(iv) Credit Impaired - - - - - - -
Disputed Trade Receivable -
(i) Considered Good - - - - - - -
(ii) Considered Doubtful - - - - - - -
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Total 382 1,015 996 632 677 924 4,626
Less: Credit Loss Allowances
1,607
on Trade Receivable
Total 3,019

b. Ageing of Trade Receivables as at 31st March 2022

Outstanding for following periods from due date of payment
Particulars Less than 6 months More than
Not due 1-2 years 2-3 years Total
6 months to 1 year 3 years
Undisputed Trade Receivable
(i) Considered Good 735 685 313 614 263 - 2,610
(ii) Considered Doubtful 16 43 45 145 280 518 1,047
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Disputed Trade Receivable
(i) Considered Good - - - - - - -
(ii) Considered Doubtful - - - - - -
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Total 751 728 358 759 543 518 3,657
Less: Credit Loss Allowances
1,047
on Trade Receivable
Total 2,610

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

14-A CASH AND CASH EQUIVALENTS

Particulars As at 31.03.2023 As at 31.03.2022
Cash in hand 1 3
Balances with Banks
In Current Accounts 99 4
Total Cash and Cash Equivalents 100 7

14-B OTHER BANK BALANCES

Particulars As at 31.03.2023 As at 31.03.2022
In Earmarked Dividend Accounts 7 7
Balances held as Margin Money # - 226
In Fixed Deposit Accounts (Under Lien) 1 131
Total Other Bank Balances 8 364
# Balances held as margin money represent balances against issue of letter of credit.

15 EQUITY SHARE CAPITAL

Particulars As at 31.03.2023 As at 31.03.2022
Authorized
20,000,000 (31.03.2022 : 20,000,000) Equity Shares of ` 10/- each 2,000 2,000
Issued
10,030,265 (31.03.2022 : 10,030,265) Equity Shares of ` 10/- each 1,003 1,003
Subscribed and Paid up
10,030,265 (31.03.2022 : 10,030,265) Equity Shares of ` 10/- each (fully paid up) 1,003 1,003
Total 1,003 1,003

15.1 Rights, Preferences and Restrictions attached to Equity Shares

The Company has one class of Equity Shares having a par value of ` 10/- per share. Each Shareholder is eligible for one
vote per share held. Shareholders are entitled to Dividend as and when proposed by the Board of Directors which is
subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity
Shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding.

107
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

15.2 Movement in Subscribed and Paid up Share Capital

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Amount Numbers Amount
Balance as at the beginning of the year 10,030,265 1,003 10,030,265 1,003
Balance as at the end of the year 10,030,265 1,003 10,030,265 1,003

15.3 Details of Shares held by Each Shareholder holding more than 5% of the Aggregate Shares in the
Company
As at 31.03.2023 As at 31.03.2022
Name of the Shareholders Number of Number of
% of Holding % of Holding
Shares held Shares held
Fully paid equity shares
The Coles Crane Group Ltd 1,930,828 19.25% 1,930,828 19.25%
LICI ACM NON PAR (Formerly named as
726,438 7.24% 1,013,512 10.10%
‘Life Insurance Corporation of India’)
Mr. Sumit Mazumder 767,447 7.65% 767,447 7.65%

15.4 Details of Shares held by Promotors/Promoter’s Group

As at 31.03.2023 As at 31.03.2022 Changes
Name of the Promoters Number of % of Number of % of during the
Shares held Holding Shares held Holding year

Mr. Sumit Mazumder 767,447 7.65% 767,447 7.65% -

Ms. Manju Mazumder 9,200 0.09% 9,200 0.09% -
Ansuya Agencies Pvt. Ltd. 105,500 1.05% 105,500 1.05% -
Supriya Leasing Limited 358,707 3.58% 358,707 3.58% -
Mahan Eximp Private Limited 435,955 4.35% 435,955 4.35% -
Marbellous Trading Pvt. Ltd. 457,230 4.56% 457,230 4.56% -
Arihant Merchants Limited 318,749 3.18% 318,749 3.18% -
Sunrise Proteins Limited 265,186 2.64% 265,186 2.64% -
Nachiketa Investments Co. Pvt. Ltd. 197,273 1.97% 197,273 1.97% -
Salgurn Merchants Pvt. Ltd. 217,223 2.17% 217,223 2.17% -
BP Comodities Pvt. Ltd. 282,500 2.82% 282,500 2.82% -
Gokul Leasing and Finance Pvt. Ltd. 249,000 2.48% 249,000 2.48% -
Subhmangal Tracom Pvt. Ltd. 52,000 0.52% 52,000 0.52% -
The Coles Cranes Groups Ltd. 1,930,828 19.25% 1,930,828 19.25% -

108
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

16 OTHER EQUITY
Particulars As at 31.03.2023 As at 31.03.2022
Securities Premium 1,934 1,934
Capital Reserve 878 878
Capital Redemption Reserve 400 400
Development Rebate Reserve 1 1
Amalgamation Reserve 20 20
General Reserve 3,013 3,013
Retained Earnings (36,456) (27,555)
Total (30,210) (21,309)

16.1 Securities Premium

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1,934 1,934
Balance at the end of the year 1,934 1,934

16.2 Capital Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 878 878
Balance at the end of the year 878 878

16.3 Capital Redemption Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 400 400
Balance at the end of the year 400 400

16.4 Development Rebate Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1 1
Balance at the end of the year 1 1

16.5 Amalgamation Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 20 20
Balance at the end of the year 20 20

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 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

16.6 General Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 3,013 3,013
Balance at the end of the year 3,013 3,013

16.7 Retained Earnings

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year (27,555) 14,144
Total Comprehensive Income for the year (8,901) (41,699)
Balance at the end of the year (36,456) (27,555)

17 BORROWINGS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Measured at Amortized Cost
Secured Borrowings
Term Loans
From Banks 1,804 1,890
Less:- Current Maturities of Long - Term Debt/Reclassification 1,464 597
(Refer Note 17.1)
340 1,293
From Financial Institutions 2,606 2,593
Less:- Reclassification (Refer Note 17.1) 2,606 889
- 1,704
Unsecured Borrowings
Loans from Related Parties (Refer Note 41.2) 14,819 14,763
Total 15,159 17,760

Particulars As at 31.03.2023 As at 31.03.2022

B. CURRENT
Measured at Amortized Cost
Current Maturities of Long - Term Debt/Facilities Recalled (Refer Note 17.1) 4,070 1,487
Loan Repayable on Demand from Banks 16,275 16,108
Unsecured
Other Working Capital Facilities from Banks 2,551 2,563
Loans from Related Parties (Refer Note 41.2) 1,066 1,066
Others 897 865
Total 24,859 22,089

110
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.1 As referred in Note 34, lenders have declared the loan facilities granted to the Company as NPA. Further, all lenders,
except 2 banks, have recalled loan facilities granted to the Company and accordingly, the amount outstanding on the
recall dates have become immediately due and hence, have been classified as current borrowings amounting to ` 3,814
Lakhs (Previous year Nil).
Current maturities of long term debt includes ` 256 Lakhs (Previous year ` 1,487 Lakhs) where recall notices have not
been issued by the banks.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings
Instrument Nature of Security Terms of Repayments
1. Term Loan from This scheme is launched by the Govt. Of GECL loan from SBI of ` 6.89 Crs. @ 7.95% interest p.a.
Banks India through Ministry of Finance and is repayable by way of 48 equal monthly installments after
a) Guaranteed managed by and Guaranteed by National moratorium period of 1 year from the date of receipt.
Emergency Credit Guarantee Trustee Company However, during the F.Y. 22-23, the loan facility has
Credit Line Limited and extension of 2nd charge been recalled and hence become immediately due. The
under GECL over the primary & collateral securities outstanding amount as on 31st March 2023 is ` 660 Lakhs
2.0 scheme including mortgages created in favour of (Previous year ` 689 Lakhs).
the consortium banks on pari-passu basis.
GECL loan from PNB of ` 5 Crs. @ 8.35% interest p.a. is
repayable by way of 48 equal monthly installments after
moratorium period of 1 year from the date of receipt. The
outstanding amount as on 31st March 2023 is ` 498 Lakhs
(Previous year ` 498 Lakhs).
GECL loan from PNB of ` 98 Lakhs @ 7.25% interest p.a.
is repayable by way of 48 equal monthly installments after
moratorium period of 2 year from the date of receipt. The
outstanding amount as on 31st March 2023 is ` 98 Lakhs
(Previous year ` 98 Lakhs).
GECL loan from Union Bank of India of ` 210 Lakhs @ 8.2%
interest p.a. is repayable is by way of 48 equal monthly
installments after moratorium period of 1 year from the
date of receipt. However, during the F.Y. 22-23, the loan
facility has been recalled and hence become immediately
due. The outstanding amount as on 31st March 2023 is
` 203 Lakhs (Previous year ` 210 Lakhs).
GECL loan from IDBI Bank of ` 199 Lakhs @ 8.8% interest
p.a. is repayable by way of 48 equal monthly installments
after moratorium period of 1 year from the date of receipt.
However, during the F.Y. 22-23, the loan facility has
been recalled and hence become immediately due. The
outstanding amount as on 31st March 2023 is ` 170 Lakhs
(Previous year ` 191 Lakhs).

111
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)

Instrument Nature of Security Terms of Repayments

b. Financial Secured by extension of charge on CESS loan from BOI of ` 410 Lakhs @ 7.95% interest
Assistance primary and collateral securities which p.a. is repayable by way of 18 equal monthly installments
under were given for working capital facilities to after moratorium period of six months from the date of
CESS-2020 Consortium Bankers as detailed below : receipt. However, during the F.Y. 22-23, the loan facility
Scheme secured by a first pari-passu charge on has been recalled and hence become immediately due. The
entire current assets of the Company outstanding amount as on 31st March 2023 is ` 175 Lakhs
(namely stocks, trade receivables) and (Previous year ` 175 Lakhs).
all other movables (both present and
CESS loan from PNB of ` 250 Lakhs @ 8.25% interest p.a.
future) whether lying loose or in cases or
is repayable by way of 18 equal monthly installments after
which are stored in the factories, premises
moratorium period of six months from the date of receipt.
and godowns, situated at Kamarhatty,
The outstanding amount as on 31st March 2023 is ` Nil
Kharagpur & Taratolla Unit of the
(Previous year ` 30 Lakhs).
Company.
2. Term Loan Secured by Hypothecation of leasehold Term Loan from Tata Capital Financial Services Limited is
from Financial land at Sahibabad and personal repayable by way of 14 quarterly installments starting from
Institutions Guarantee of one of the directors. (Refer June 2020 along with interest @ 14.05% per annum. 1st
Note 4.3) two installments of ` 104 Lakhs each next four installments
of ` 140 Lakhs each next four installments of ` 200 Lakhs
each next four installments of ` 208 Lakhs each. However,
during the F.Y. 22-23, the loan facility has been recalled and
hence become immediately due. The outstanding amount
as on 31st March 2023 is ` 1,023 Lakhs (Previous year
` 1,023 Lakhs).
Secured by Hypothecation of office at 1. Term Loan from Aditya Birla Finance Limited is repayable
Chennai located at Jhaver Plaza, 7th by way of 60 equal monthly installments of ` 8.33 Lakhs
floor 1-A, Nungambakkam High Road starting from April 2020 along with interest @ 13.80%
Chennai-600 034. (Refer Note 4.3) per annum. However, during the F.Y. 22-23, the loan
facility has been recalled and hence become immediately
due. The outstanding amount as on 31st March 2023 is
` 330 Lakhs (Previous year ` 330 Lakhs).
2. Term Loan from Aditya Birla Finance Limited received
during the year of ` 100 Lakhs is repayable by way of
46 equal monthly installments of ` 2.73 Lakhs (including
interest @ 11.75%) starting from 15th August, 2021.
However, during the F.Y. 22-23, the loan facility has
been recalled and hence become immediately due. The
outstanding amount as on 31st March 2023 is ` 90
Lakhs (Previous year ` 90 Lakhs).

112
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)

Instrument Nature of Security Terms of Repayments

3. Term Loan This scheme is launched by the Govt. GECL loan from Tata Capital Financial Services of ` 480
from Financial Of India through Ministry of Finance and Lakhs @ 13.30% interest p.a. is repayable by way of 48
Institutions managed by and Guaranteed by National equal monthly installments after moratorium period of
(GECL) - Credit Guarantee Trustee Company 1 year from the date of receipt. However, during the
Guaranteed Limited and extension of 2nd charge F.Y. 22-23, the loan facility has been recalled and hence
Emergency over the primary & collateral securities become immediately due. The outstanding amount as on
Credit Line including mortgages created in favour 31st March 2023 is ` 470 Lakhs (Previous year ` 470 Lakhs).
under GECL of the consortium banks on pari-passu
GECL loan from Tata Capital Financial Services of ` 547
2.0 scheme basis.
Lakhs @ 13.05% interest p.a.is repayable by way of 48
equal monthly installments after moratorium period of
2 years from the date of receipt. However, during the
F.Y. 22-23, the loan facility has been recalled and hence
become immediately due. The outstanding amount as on
31st March 2023 is ` 547 Lakhs (Previous year ` 547 Lakhs).
GECL loan from Aditya Birla Finance Limited of ` 100
Lakhs @12.5% interest p.a. is repayable by way of 48
equal monthly installments after moratorium period of
1 year from the date of receipt. However, during the
F.Y. 22-23, the loan facility have been recalled and hence
become immediately due. The outstanding amount as on
31st March 2023 is ` 98 Lakhs (Previous year ` 98 Lakhs).
GECL loan from Aditya Birla Finance Limited of ` 50
Lakhs is @ 12.5% interest p.a. repayable by way of 48
equal monthly installments after moratorium period of
2 years from the date of receipt. However, during the
F.Y. 22-23, the loan facility has been recalled and hence
become immediately due. The outstanding amount as on
31st March 2023 is ` 47 Lakhs (Previous year ` 47 Lakhs).
4. Secured Loans These loans are secured by a first pari- These consist of cash credit facilities which are repayable
- repayable on passu charge on entire current assets on demand.
demand from of the Company (namely stocks, trade
banks receivables) and all other movables (both
present and future) whether lying loose
or in cases or which are stored in the
factories, premises and godowns, situated
at Kamarhatty, Kharagpur & Taratolla Unit
of the Company.

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 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)

Instrument Nature of Security Terms of Repayments

4. Secured Loans First pari-passu charge on movable assets including movable plant These consist of cash credit
- repayable on and machinery, machinery spares, tools and accessories etc. both facilities which are repayable on
demand from present and future situated at Kharagpur & Taratolla. First pari- demand.
banks passu charge on movable assets including moveable plant and
machinery, machinery spares, tools and accessories etc. both
present and future situated at Kamarhatty Unit of the Company.
Short term borrowings include cash credit facilities and working
capital demand loans availed from four banks which are further
secured by personal guarantee of one of the Directors of the
Company amounting to ` 9,038 Lakhs (Previous year ` 8,654 Lakhs).

17.3 The Maturity Profile of Company’s Secured Borrowings are as below

Particulars As at 31.03.2023 As at 31.03.2022
Not later than one year (Including facilities recalled - Refer Note 17.2) 4,070 1,487
Later than one year but not two years 149 1,092
Later than two years but not three years 147 861
More than three years 44 1,044
Total 4,410 4,484

17.4 Details of Period and Amount of Default as on the Balance Sheet Date in Repayment of Borrowings
and Interest as at 31st March 2023 is given in the table below
Type of Principal/ Amount Outstanding
Name of the Bank/Financial Institution
Account Interest Due (` In Lakhs) since #
Principal 420.51 15-02-22
Long Term Loan
Interest 43.35 15-02-22
Aditya Birla Finance Ltd.
Principal 145.71 15-02-22
GECL Loan
Interest 17.55 15-02-22
Principal 1,022.62 13-04-22
Long Term Loan
Interest 97.89 13-04-22
Tata Capital Financial Services Ltd.
Principal 1,017.00 10-05-22
GECL Loan
Interest 96.93 10-05-22
Principal 174.57 06-11-21
Covid Loan
Interest 18.80 30-11-21
Principal 2,460.00 20-03-22
Bank of India WCDL
Interest 324.49 31-12-21
Principal 726.34 20-03-22
Cash Credit
Interest 80.06 20-03-22

114
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.4 Details of Period and Amount of Default as on the Balance Sheet Date in Repayment of Borrowings
and Interest as at 31st March 2023 is given in the table below (Contd.)
Type of Principal/ Amount Outstanding
Name of the Bank/Financial Institution
Account Interest Due (` In Lakhs) since #
Principal 125.00 1-04-22
GECL Loan
Interest 55.36 1-04-22
Punjab National Bank *
Principal 106.30 31-12-22
Cash Credit
Interest - -
Principal 2,551.12 16-10-21
Short Term Loan
Interest 308.76 1-02-22
HDFC Bank
Principal 2,364.40 31-10-21
Cash Credit
Interest 306.76 31-10-21
Principal 202.77 1-06-22
GECL Loan
Interest 14.57 1-06-22
Principal 153.43 17-06-22
Short Term Loan
Interest 25.72 1-04-22
Union Bank of India
Principal 563.18 17-06-22
WCDL
Interest 63.92 1-04-22
Principal 379.53 17-06-22
Cash Credit
Interest 38.81 17-06-22
Principal 660.30 10-06-22
GECL Loan
Interest 44.51 1-07-22
Principal 2,070.00 11-02-23
State Bank of India WCDL
Interest 165.12 1-10-23
Principal 17.81 11-02-23
Cash Credit
Interest 12.49 11-02-23
Principal 2,089.31 1-04-22
Indian Bank Cash Credit
Interest 277.02 1-04-22
Principal 169.98 1-09-22
GECL Loan
Interest 10.25 1-09-22
IDBI Bank
Principal 310.84 24-12-22
Cash Credit
Interest 16.95 24-12-22
Principal 1,510.10 8-08-22
WCDL
Interest 222.25 1-08-22
South Indian Bank
Principal 793.22 8-08-22
Cash Credit
Interest - -
Cash Credit Interest 0.75 1-07-22
Axis Bank *
WCDL Interest 23.65 1-07-22
# In case of Cash Credit & WCDL Facilities, the date of default/outstanding since have been considered as earlier of the date on which Cash Credit limit was
overdrawn or recall date (including the grace period, if any).
In the case of other short-term facilities (excluding CC & WCDL facilities), the date of default has been considered as earlier of the first instance of the default
continuing as at the balance sheet date or recall date (including the grace period, if any).
In case of long term loan, the date of default has been considered as earlier of the first instance of the default continuing as at the balance sheet date or recall
date (including the grace period, if any).
* Loan facilities have been classified as NPA but recall letter has not been received by the Management.

115
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Details of Period and Amount of Default as on the Balance Sheet Date in Repayment of Borrowings and
Interest as at 31st March 2022 is given in the table below
Type of Principal / Amount #Outstanding
Name of the Bank/Financial Institution
Account Interest Due (` In Lakhs) since
Principal 20.39 15-02-22
Long Term Loan
Interest 7.24 15-02-22
Aditya Birla Finance Ltd.
Principal 4.17 15-02-22
GECL Loan
Interest 2.96 15-02-22
Principal 119.46 06-11-21
Bank of India Covid Loan
Interest 5.8 30-11-21
Principal 18.91 22-02-22
Punjab National Bank Covid Loan
Interest - -
Principal 2,508.07 16-10-21
HDFC Bank Short Term Loan
Interest 79.27 01-02-22
Principal - -
Union Bank Short Term Loan
Interest 0.59 28-02-22

Further, Cash Credit facilities availed from HDFC Bank is overdrawn to the extent of ` 284 Lakhs as on 31st March 2022 w.e.f
31st October 2021.

18 PROVISIONS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Provision for Employee Benefits
Provision for Contribution to Provident Fund (PF) - -
Provision for Compensated Absences (Unfunded) 503 512
Total 503 512

B. CURRENT
(a) Provision for Employee Benefits
Provision for Contribution to Provident Fund (PF) 51 -
Provision for Compensated Absences (Unfunded) 9 22
60 22
(b) Other Provisions
Provision for Warranty 28 17
Total 88 39

116
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

18.1 The Details in Movement of Other Provisions are as follows

Particulars As at 31.03.2023 As at 31.03.2022
Provision for Warranty
Balance at the beginning of the year 17 155
Additions during the year 14 17
Released to the Standalone Statement of Profit and Loss (3) (155)
Balance at the end of the year 28 17

19 TRADE PAYABLE
Particulars As at 31.03.2023 As at 31.03.2022
A) Total outstanding dues of micro enterprises and small enterprises 395 382
B) Total outstanding dues of Creditors other than micro enterprises and small
12,147 8,902
enterprises
Total 12,542 9,284

19.1 Ageing of Trade Payable

Trade Payable ageing schedule as on 31st March 2023
Less than More than
Particulars Not Due 1 - 2 Years 2 - 3 Years Total
1 Year 3 Years
(i) MSME - 163 216 16 - 395
(ii) Others 3,231 4,297 3,095 756 768 12,147
(iii) Disputed Dues - MSME - - - - - -
(iv) Disputed Dues - Others - - - - - -
Total 3,231 4,460 3,311 772 768 12,542

Trade Payable ageing schedule as on 31st March 2022

Less than More than
Particulars Not Due 1 - 2 Years 2 - 3 Years Total
1 Year 3 Years
(i) MSME - 324 48 10 - 382
(ii) Others 1,865 5,458 807 772 - 8,902
(iii) Disputed Dues - MSME - - - - - -
(iv) Disputed Dues - Others - - - - - -
Total 1,865 5,782 855 782 - 9,284

117
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

19.2 The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises (MSME)
Development Act, 2006” has been determined to the extent such parties have been identified on the basis of information
available with the Company. The disclosures relating to Micro and Small Enterprises are as below

Particulars As at 31.03.2023 As at 31.03.2022

(i) Principal amount remaining unpaid to MSME suppliers as at the end of the year 395 382
(ii) Interest due on unpaid principal amount to MSME suppliers as at the end of
58 27
the year
(iii) The amount of interest paid along with the amounts of the payment made
- -
to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year 58 27
(v) The amount of interest accrued and remaining unpaid at the end of the
85 27
accounting year

20 LEASE LIABILITIES
Particulars As at 31.03.2023 As at 31.03.2022
A NON-CURRENT
Lease Liability 957 875
Total 957 875

Particulars As at 31.03.2023 As at 31.03.2022

B CURRENT
Lease Liability 94 111
Total 94 111

21 OTHER FINANCIAL LIABILITIES

Particulars As at 31.03.2023 As at 31.03.2022
CURRENT
Interest Accrued but not due (Refer Note 21.2) 13 17
Interest Accrued and due on Borrowings (Refer Note 21.2) 2,407 322
Unclaimed Dividend 7 7
Other Financial Liabilities 85 85
Total 2,512 431

21.1 There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of Companies
Act, 2013, as at the year end.

118
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

21.2 As referred to in Note No. 34, lenders have declared the loan facilities granted to the Company as NPA. The loan accounts
have been downgraded on account of default/non-payment of principal/interest or continuous overdrawn cash credit
limits. Due to this, some banks/ financial institutions have provided outstanding amounts including unapplied interest
upto 31st March 2023 whereas some of the banks have provided outstanding amounts without unapplied interest.
However, the management has provided for interest upto 31st March 2023 based on management's best estimates in
case where interest was not applied by banks/Financial Institutions post NPA downgradation.

22 OTHER CURRENT LIABILITIES

Particulars As at 31.03.2023 As at 31.03.2022
Capital Vendor 16 44
Contribution to Funds (Gratuity, Superannuation, etc.) 2,101 1,674
Security Deposit from Customers 7 7
Statutory Remittances 1,769 1,639
Advance from Customers and Others 3,494 3,873
Others 142 76
Total 7,529 7,313

23 REVENUE FROM OPERATIONS

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Sale of Products
Manufactured Goods 3,304 2,678
Traded Goods 666 2,355
Sale of Services 412 1,358
4,382 6,391
Other Operating Income
Export Incentives* 1 8
Scrap Sales - 100
1 108
REVENUE FROM OPERATIONS Total 4,383 6,499
* Government Grants under duty drawback scheme

119
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

24 OTHER INCOME
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Interest income
- On Bank Deposits 39 79
Dividend Income
- From Non-Current Investments - 1,492
Gain on Sale of Property, Plant and Equipment (Net) - 1
Gain on Sale of Assets Held for Sale (Net) - 283
Gain on Fair valuation of Investment carried through Profit and Loss (Net) 2 -
Provisions/Liabilities no longer required written back 953 561
Gain on Modification/Termination on Lease Assets 3 -
Other Miscellaneous Income 89 11
Total 1,086 2,427

25 COST OF MATERIALS CONSUMED

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Cost of Materials Consumed 1,173 2,098
Total 1,173 2,098

26 PURCHASES OF STOCK-IN-TRADE
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Purchase of Traded Goods 309 2,004
Total 309 2,004

27 CHANGE IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND

WORK-IN-PROGRESS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Inventories at the end of the year
Work-in-Progress 1,893 3,437
Finished Goods - -
Traded Goods 1,909 1,967
3,802 5,404
Inventories at the beginning of the year
Work-in-Progress 3,437 4,580
Less : Written off (Refer Note No 32) - (1,525)
Finished Goods - -
Traded Goods 1,967 2,863
Less : Written off (Refer Note No 32) (1,535)
5,404 4,383
Net (Increase)/Decrease 1,602 (1,021)
120
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28 EMPLOYEE BENEFITS EXPENSE

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Salaries and Wages 3,129 4,842
Contribution to Provident and other Funds 345 439
Staff Welfare Expenses 199 250
Total 3,673 5,531

28.1 Employee Benefits

The Company has recognized, in the Standalone Statement of Profit and Loss for the year ended 31st March 2023 an
amount of ` 202 Lakhs (Previous year ` 318 Lakhs) as expenses under defined contribution plans.

Defined Benefit Plans

(A) Gratuity Fund
The Company makes periodic contributions to the Tractors India Limited Staff Gratuity Fund, a funded defined benefit-
plan for qualifying employees administrated under a common Trust by the trustees of the said fund for the benefit of
the employees of the Company.
Under the Gratuity plan, every employee is entitled to gratuity, being higher of the amount, calculated under the
Company’s plan (based on average salary of last 36 months and number of years of service, restricted to a maximum
of 40 years) or calculations as laid down under the Payment of Gratuity Act, 1972. Gratuity is payable on death/
retirement/termination and the benefit vests after 5 year of continuous service.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation was carried
out as at 31st March 2023.

(B) Superannuation Fund

(i) Certain eligible employees of the Company who had attained at least 45 years of age as on 01.04.2009 are
entitled to Superannuation benefit under the Superannuation scheme (a funded Defined Benefit Plan under
a common Trust- ‘Tractors India Limited Superannuation Fund Scheme’, being administered by the trustees of
the said fund for the benefit of employees of the Company). Under the aforesaid benefit scheme the Company
makes periodic contribution to the Superannuation Fund Scheme and a predetermined percentage of salary is
paid as pension on retirement. The quantum of pension depends on the average basic salary of eligible employee
during the last 36 months before retirement. The benefit vests to employees with 12 years of continuous service
and attainment of 48 years of age on retirement/death/termination. The most recent actuarial valuation of
plan assets and present value of the Defined Benefit Obligation of Superannuation Fund was carried out as on
31st March 2023
(ii) Employees who did not attain 45 years of age as on 1st April 2009 are under the purview of ‘Defined Contribution
Scheme’ in respect of service rendered from 1st April 2009. The benefit of services rendered by these employees
up to 31st March 2009 come under the purview of ‘Defined Benefit Scheme’ as indicated which is frozen as on
31st March 2009. Hence for this category of employees, the benefit of cessation of service will be :
a) amount accumulated by annual contribution of 15% of Basic Salary and
b) amount frozen as on 31st March 2009

121
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

(C) Provident Fund

The Company has two separate Trusts for the administration of the Provident Fund. The Company has an obligation
to fund any shortfall on the yield of the trust’s investments over the administered interest rates on annual basis. These
administered rates are determined annually predominantly considering the social rather than economic factors. The
Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest
rates on annual basis. These administered rates are determined annually predominantly considering the social rather
than economic factors.
The details of fund and plan asset position as at 31st March 2023 is given below
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Present Value of Benefit Obligation at period end (` in Lakhs ) 3,787 4,335
Fair Value of Plan Assets (` In Lakhs) 3,772 4,433
Less: Excess of Plan Assets over Defined Benefit Obligation of Trusts (if any) 36 98
{` In Lakhs}
Net Obligations towards Interest Shortfall (` in Lakhs) 51 -
Assumptions used in determining the Present Value Obligation on the Interest
Guarantee under the deterministic approach
Guaranteed Rate 8.15% 8.10%
Average Yield Rate based on data of Investment Portfolio 8.15% 7.85%
Decrement adjusted average future period of service 7.5 years 7 years
Average maturity period of Investment Portfolio 2 years 2 years
Discount Rate 7.20% 6.80%

Risk Management
The Defined Benefit Plans expose the Company to risk of actuarial deficit arising out of investment risk, interest rate risk and
salary cost inflation risk.
(a) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
(b) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan’s debt investments.
(c) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
(d) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan
participants will increase the plan’s liability.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation was carried out as
at 31st March 2023.

122
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28.2 Particulars in Respect of Post Retirement Defined Benefit Plans of the Company are as follows
Superannuation Fund Gratuity Fund
(Funded) (Funded)
Description
Year ended Year ended Year ended Year ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
1. Change in the Defined Benefit Obligation
Present Value of Obligation at the beginning of the year 434 436 831 724
Current Service Cost - - 42 39
Interest Cost 21 21 53 46
Actuarial (Gain)/Loss 35 51 51 48
Benefits Paid (205) (74) (90) (26)
Present Value of Obligation at the end of the year 285 434 887 831
2. Change in Plan Assets
Fair Value of Plan Assets at the beginning of the year 276 315 371 374
Expected Return on Plan Assets 11 15 22 23
Actuarial Gain/(Loss) 18 20 (44) -
Contributions by the Employer - - - -
Benefits Paid (205) (74) (90) (26)
Fair Value of Plan Assets at the end of the year 100 276 259 371

Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario.
In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.
Superannuation Fund Gratuity Fund
(Funded) (Funded)
Description
Year ended Year ended Year ended Year ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
3. Amount Recognized in Balance Sheet consists of
Fair Value of Plan Assets at the end of the year 100 276 259 371
Present Value of Obligation at the end of the year 285 434 887 831
(Assets)/Liabilities as per the Actuarial Valuation 185 158 628 460

123
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28.2 Particulars in Respect of Post Retirement Defined Benefit Plans of the Company are as follows (Contd.)

Description Superannuation Fund (Funded) Gratuity Fund (Funded)

4. Expenses Recognized in the Statement of Year ended Year ended Year ended Year ended
Profit and Loss consists of - 31.03.2023 31.03.2022 31.03.2023 31.03.2022
Employee Benefits Expenses
Current Service Cost - - 42 39
Net Interest Cost 10 6 31 23
Total [A] 10 6 73 62

Other Comprehensive Income

Return on Plan Assets (excluding amounts included in
(18) (20) 44 (14)
net interest cost
Actuarial (Gain)/Loss from financial assumptions (9) (20) (14) -
Actuarial (Gain)/Loss from experience adjustments 44 71 65 62
Total [B] 17 31 95 48
Expense Recognized during the year [A+B] 27 37 168 110

The expense for the Defined Benefits (referred to in para 28.2 above) are included in the line item under ‘Contribution to
Provident and other Funds’ .

Superannuation Fund Gratuity Fund

% Invested % Invested
Description
Year ended Year ended Year ended Year ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
5. Investment Details of Plan Assets as at
Government of India Securities - 0.67 - 4.55
Public Sector (PSU) Bonds 35.03 26.75 11.43 9.10
State/Central Government Securities - 23.42 - 11.07
Special Deposit Scheme 55.46 42.37 85.92 68.38
Others including Bank Balance 9.51 6.79 2.65 6.90
Total 100.00 100.00 100.00 100.00

6. Assumptions
Discount Rate per annum 6.30% 6.30% 7.20% 6.80%
Salary Escalation Rate per annum 0.00% 0.00% 3.00% 3.00%
Expected Rate of Return on Plan Assets per annum 7.61% 4.95% 7.03% 6.27%
Contributions for next year (` in Lakhs) 184.74 157.73 258.04 200.95
Projected Unit Projected Unit
Method used
Credit Method Credit Method

124
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28.3 The basis used to determine overall expected rate of return on assets and the effect on major categories of Plan Assets
is as follows:
The major portions of the assets are invested in PSU Bonds, State and Central Government Securities. Based on the
asset allocation and prevailing yield rates on these asset classes, the long term estimate of the expected rate of return
on the fund assets have been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting
the returns on matching Government Bonds.

28.4 The estimate of future salary increases takes into account inflation, seniority, promotion and other relevant reasons.

28.5 Sensitivity Analysis

The Sensitivity Analysis below has been determined based on reasonably possible change of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the
hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all
other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may
offset the impact to some extent. For presenting the sensitivities, the present value of the Defined Benefit Obligation
has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as
that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and
assumptions used in the preparation of the Sensitivity Analysis from previous year.

Year ended 31.03.2023 Year ended 31.03.2022

Description Superannuation Gratuity Superannuation Gratuity
Fund Fund Fund Fund
1. Discount Rate +100 basis points 278.86 852.55 425.22 791.83
2. Discount Rate –100 basis points 291.26 924.72 442.35 874.64
3. Salary Increase Rate +1% 284.87 925.19 433.49 875.04
4. Salary Increase Rate –1% 284.87 851.62 433.49 790.89

28.6 Maturity Analysis Of The Benefit Payments

Year ended 31.03.2023 Year ended 31.03.2022

Description Superannuation Gratuity Superannuation Gratuity
Fund Fund Fund Fund
1. Year 1 128.58 258.04 252.82 200.95
2. Year 2 20.92 146.79 18.15 131.64
3. Year 3 42.48 88.93 21.99 39.56
4. Year 4 1.28 37.33 43.12 88.50
5. Year 5 27.51 93.06 1.39 36.51
6. Next 5 Years 112.83 427.24 152.43 504.11

125
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

29 FINANCE COSTS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
On Financial Liability at amortized cost
Interest Expenses on:
Long Term Loans (Refer Note 21.2) 427 450
Cash Credits and Short Term Loans (Refer Note 21.2) 2,441 2,725
Lease 102 34
Others 538 154
Other Borrowing Costs 116 253
Total 3,624 3,616

30 DEPRECIATION AND AMORTIZATION EXPENSES

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Depreciation of Property, Plant and Equipment 803 887
Amortization of Right-Of Use assets 46 47
Amortization of Intangible Assets 46 61
Total 895 995

126
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

31 OTHER EXPENSES
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Consumption of Consumables 105 247
Power and Fuel 230 239
Rent Expenses 21 60
Repairs and Maintenance
Buildings 26 55
Plant and Machinery 101 206
Others 2 7
129 268
Insurance 70 84
Rates and Taxes 16 337
Bank Charges 118 135
Travelling Expenses 67 159
Printing and Stationery 8 24
Freight and Forwarding Charges 35 232
Postage, Telephone and other Communication Expenses 27 44
Advertising 3 8
Professional Fees (Refer Note 31.1) 737 416
Motor Vehicle Expenses 23 41
Bad Debts/Advances/Inventory written off (Net) 32 11,949
Add/(Less) : Provision for Expected Credit Loss 560 (6,119)
Add : Other provisions for Advances/Claims and Others 162 94
754 5,924
Provision against Impairment of Investment in Subsidiary 228 -
Provision for Detention Charges 457 1,277
Warranty Expenses 14 25
Net Loss on Foreign Currency Transactions and Translation 96 37
Loss on Fair Valuation of Investments carried through Profit and Loss (Net) - 1
Loss on Fair Valuation of Derivatives not designated as Hedging Instruments
- 3
carried through Profit and Loss
Loss on Modification/Termination on Lease Assets - 275
Net Loss on Sale of Property, Plant and Equipment 4 -
Miscellaneous Expenses 260 261
Total 3,402 10,097

127
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

31.1 Professional Fees include

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Payment to auditors
- For Audit 36 36
- For Taxation Matters - -
- For Limited Reviews 14 14 #
- For Certification and other Fees 3 -
- Expenses Reimbursed 2 *

*Amount is below the rounding off norm adopted by the Company.

# Includes ` 5 Lakh pertaining to erstwhile auditor.

32 EXCEPTIONAL ITEMS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Inventory Written Off and including Provision - 14,409
Trade Receivables Written Off - 8,347
Advance to Suppliers Written Off - 1,400
Provision for Advance to Suppliers - 1,832
Other Liability Written Back - (35)
Profit on Sale of Assets held for Sale - -
TOTAL - 25,953

Based on the findings of the Management audit report, and also considered by the Board of Directors in its meeting held on
13th September 2022, certain accounting adjustments have been carried out during the year ended 31st March 2022 to rectify
those accounting mistakes/misstatements made in the books of accounts in the previous financial years. The cumulative impact of
those rectifications/adjustments has been shown as an “Exceptional Item” in the Statement of Profit & Loss in previous F.Y. 21-22.

“Exceptional Item”as stated above represents the following accounting adjustments carried during the year ended March 2022.

A. In earlier years, loans amounting to ` 3,276 Lakhs & ` 1,200 Lakhs were received from the promoters/promoters group
of companies and other lenders respectively which was wrongly credited to Inventories account instead of respective
loan accounts. The same has been rectified by reinstating the respective loan accounts and inventory. The amount of
inventory as reinstated above has been written off subsequently and shown as the exceptional item. Further certain loans
amounting to ` 35 Lakhs as reinstated above has also been written back and grouped under exceptional item.

B. Based on the findings of the Management audit report, a difference of ` 11,109 Lakhs have been identified between
the Inventory as shown in books of accounts and the inventory appearing in Material module in the ERP system as on

128
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

31st March 2022. Such difference comprises ` 4,476 Lakhs as mentioned in the point no. A above and further difference
of ` 6,633 Lakhs owing to certain wrong accounting carried out. Hence such balances have been written off during the
year to reflect the correct position of Inventory as on the Balance Sheet date.

C. During the previous year the management has also engaged an external party to physically verify its inventory and also
to make a value assessment of inventory lying physically. Based on the findings of the surveyor’s report (covering 59%
of Inventory lying as on 28th February 2022 for the verification & value assessment), a sum of ` 3,299 Lakhs (including
` 282 Lakhs based on internal assessment) has been written off/provided for and also shown as exceptional item.

D. The Company had raised certain wrong sales invoices in earlier years. Trade receivables amounting to ` 14,394 Lakhs
against such invoices as identified by the management auditors and further ` 2,980 Lakhs as identified by the management
have been classified as irrecoverable. Further based on management’s internal assessment on the recoverability of other
trade receivables, additional balances amounting to ` 2,923 Lakhs have also been identified as irrecoverable. Hence a
sum of ` 8,347 Lakhs (net of ` 5,830 Lakhs of further provision during the year and utilisation of ` 6,119 Lakhs out of
provision made in earlier years) have been written off and shown as exceptional item.

E. The Company has been engaged into certain trading activities since financial year 2019-2020 and has been complying
with all the requisite rules & regulations including “The Goods & Services Tax Act 2017”. During the first quarter ended
30th June 2021, certain bills of exchange were accepted by certain employees without receipt of supplies and the banks
later recovered the money from the Company which has been debited to suppliers’ accounts and shown as advances.
Consequently, such advances to the tune of ` 3,232 Lakhs could not be recovered and hence a sum of ` 1,400 Lakhs
has been written off and balance amount of ` 1,832 Lakhs has been provided for as an abundant precaution and shown
as exceptional item.

33 The Company has not carried out Fair Valuation of interest free loans from the promoters/ promoter’s group of companies
and other lenders aggregating to ` 15,885 Lakhs as required under Ind AS-109 and its impact on Standalone Financial
Statements has not been ascertained.

34 During the year, the Company has incurred a cash loss of ` 8,314 Lakhs (Previous year ` 41,699 Lakhs) during the year and
its net worth is negative as on the Balance Sheet date. Moreover, the Company’s current liabilities also exceed its
current assets as at 31st March 2023. In view of the acute financial crisis faced by the Company, lenders have declared
the loan facilities granted to the Company as a Non-Performing Asset (NPA). However, the lenders have also extended
‘Holding on Operations’ to the Company through a ‘Trust & Retention Account’ opened with the Lead Bank of the
Consortium namely, Bank of India (‘BOI’). Consequently, the lead bank, namely Bank Of India, has filed a petition under
Section 7 of the IBC before the Hon’ble National Company Law Tribunal on 28th September 2022. The application is yet
to be admitted. Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th November
2022 which has been submitted with all of TIL’s Consortium Bankers on 28th November 2022, which is currently under
discussion. Considering these developments, the matter had been adjourned by NCLT from time to time; with the next
date of hearing being 19th June 2023.

Though the above situation is indicative of a material uncertainty that may cast doubt on the Company’s ability to
continue as a going concern, but in view of the proposed strategic investment and proposed resolution plan together

129
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

with sales orders in hand, the management has concluded that the material uncertainties are expected to be mitigated
and hence the Standalone Financial Statements have been prepared on a going concern basis.

35 As reported earlier, an enquiry by “Directorate of Revenue Intelligence & Enforcement” (DRI) has been ongoing since
June 2021 in respect to certain trading transactions and other matters related to earlier years and the Company has since
complied with the requirements of the DRI. On 7th November 2022, and 10th November 2022, the Company received
an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations
based on the Investigation report. These demand intimations were for FY 2019-20 and for FY 2020-21 for payment of
tax/interest/penalty amounting to ` 928.90 Lakhs & ` 3,290.79 Lakhs respectively under Section 74(5) of the GST Act;
and reply to such intimations had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023,
Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A
personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company
on 17th April 2023. Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023.
On the same day, i.e. 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding
to ` 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand raised by GST authorities does not
have merit, and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the
provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the management.

36 Trade Receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to ` 3,019 Lakhs
(Previous year ` 2,610 Lakhs), ` 1,050 Lakhs (Previous year ` 1,008 Lakhs), ` 12,542 Lakhs (Previous year ` 9,284 Lakhs),
and ` 3,494 Lakhs (Previous year ` 3,873 Lakhs) respectively were outstanding as on 31st March 2023. The Company
could not get necessary confirmations from the respective parties due to prevailing situation of the Company.
Further, the Company could not get confirmations for Loans from bodies corporate to the extent of ` 897 Lakhs
(Previous year ` 865 Lakhs) lying outstanding as on 31st March 2023. However, the Company doesn’t foresee any
material impact on its Financial Statements due to such non receipt of confirmation.

37.1 Contingent Liabilities in respect of

Particulars As at 31.03.2023 As at 31.03.2022

a. Sales Tax/Value Added Tax Matters under dispute 2,192 2,192
[Related payments ` Nil (31.03.2022: Nil)]
b. Goods and Services Tax Matters under dispute 959 -
c. Income Tax Matters under dispute 377 2,109
[Related payments (including amounts adjusted by the Department)
` 307 Lakhs (31.03.2022: ` 268 Lakhs)]
d. Service Tax Matters under dispute
960 667
[Related payments ` 26 Lakhs (31.03.2022: ` 26 Lakhs)]
e. Excise Duty Matters under dispute
336 -
[Related payments ` 13 Lakhs (31.03.2022: Nil)]
f. Bank Guarantee Outstanding 4,759 5,545

130
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

37.2 Capital and Other Commitments

Particulars As at 31.03.2023 As at 31.03.2022

Capital Commitments - -
Other Commitments - -

Future cash outflows in respect of the above matters are determinable only on receipts of judgments/decisions pending at
various forums/authorities. The management believes that the ultimate outcome of these proceedings will not have a material
adverse effect on the Company’s financial position and result of operations.

37.3 Pursuant to final order passed by the Single Bench of Hon’ble Calcutta High Court, the Company has stopped paying
Entry Tax on procurement of Indigenous and Imported Goods into West Bengal, with effect from 1st June 2013. The writ
petition No. 922 of 2012 filed by TIL has been treated as disposed of in the High Court and the records thereof have been
sent to the WB Taxation Tribunal. TIL has filed a petition before the West Bengal Taxation Tribunal. The related unpaid
amount till 31st March 2023 is ` 632 Lakhs (31.03.2022 : ` 632 Lakhs).

38 INFORMATION GIVEN IN ACCORDANCE WITH THE REQUIREMENTS OF IND AS

108 ON SEGMENT REPORTING
The operations of the Company pertains only to Material Handling Solutions (i.e. manufacturing and marketing of various
Material Handling Equipment namely Mobile Cranes, Port Equipment, Self Loading Truck Cranes, Road Construction
Equipment, etc. and dealing in spares and providing services to related equipment). Further, the Company’s principal
geographical area of operations is within India. Accordingly, the Company has only one reportable segment as envisaged
in Ind AS 108 on ‘Segment Reporting’ and information pertaining to segment is not applicable for the Company.

38.1 Geographical Information

Year ended Year ended
Particulars
31.03.2023 31.03.2022
1. Revenue from External Customers
- India 4,381 6,024
- Outside India 1 367
Total 4,382 6,391

Year ended Year ended

Particulars
31.03.2023 31.03.2022
2. Non-Current Assets *
- India 11,360 12,407
- Outside India - -
Total 11,360 12,407
* Excludes Financial Instruments, Deferred Tax Assets and Investment in Subsidiary
During the year the Company has four customers (Previous year two customers), where transaction with the single customers exceed 10%
of the total revenue amounting to ` 3,082 Lakhs (Previous year ` 2,765 Lakhs).
131
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

39 CAPITAL MANAGEMENT
The Company aims at maintaining a strong capital base maximizing Shareholders’ wealth safeguarding business continuity
and augments its internal generations with a judicious use of borrowing facilities to fund spikes in working capital that
arise from time to time as well as requirements to finance business growth.

The Company determines the amount of capital required on the basis of annual business plan coupled with long term
and short term strategic investment and expansion plans. The funding needs are met through cash generated from
operations, long term and short term borrowings from banks and financial institutions. On requirement, the Company
also borrows from related and other parties to meet its financial needs.

However in view of certain adverse factors and challenges being faced by the Company over past few years as explained
in Note 34, the net worth of the Company is eroded.

The capital structure of the Company consists of net debt (borrowings as detailed in Note 17 offset by cash and cash
equivalents in Note 14-A, other bank balances in Note 14-B and deposits with banks including earmarked balances in
Note 9A) and total equity of the Company.

Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non-current
earmarked balances).

The table below summarises the capital, net debt and net debt to equity ratio of the Company.

Particulars As at 31.03.2023 As at 31.03.2022

Equity Share Capital 1,003 1,003
Other Equity (30,210) (21,309)
Total Equity (A) (29,207) (20,306)
Non Current Borrowings 15,159 17,760
Short Term Borrowings 24,859 22,089
Gross Debts (B) 40,018 39,849
Total Capital (A+B) 10,811 19,543
Gross Debt as above 40,018 39,849
Less: Current investment 10 8
Less: Cash and Cash Equivalents 100 7
Less: Other Balances with Bank
119 893
(including non-current fixed deposits including earmarked balances)
Net Debt (C) 39,789 38,941
Net Debt to Equity* (1.61) 71.65
* Net debt to equity as at 31st March 2023 and 31st March 2022 has been computed based on average total equity.

132
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

40 FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

This section gives an overview of the significance of Financial Instruments for the Company and provides additional
information on Balance Sheet items that contain Financial Instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognized in respect of each class of Financial Asset, Financial Liability and
Equity Instrument are disclosed in Note 2.13 to the Standalone Financial Statements.

A) Categories of Financial Instruments

Set out below, is a comparison by class of the carrying amounts and Fair Value of the Company’s Financial Instruments:

As at 31.03.2023 As at 31.03.2022
Particulars
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
a) Measured at Amortized Cost
i) Cash and Cash Equivalents 100 100 7 7
ii) Other Bank Balances 8 8 364 364
iii) Trade Receivables 3,019 3,019 2,610 2,610
iv) Other Financial Assets 422 422 848 848
Sub-total 3,549 3,549 3,829 3,829
b) Measured at Fair Value
through Profit or Loss
i) Investment in Equity Shares 10 10 8 8
Sub-total 10 10 8 8
c) Measured at Cost
i) Investment in Subsidiaries
74 74 302 302
(net of impairment provision)
Sub-total 74 74 302 302
Total Financial Assets 3,633 3,633 4,139 4,139
Financial Liabilities
a) Measured at amortized Cost
i) Borrowings 40,018 40,018 39,849 39,849
ii) Trade Payables 12,542 12,542 9,284 9,284
iii) Lease Liabilities 1,051 1,051 986 986
iv) Other Financial Liabilities 2,512 2,512 431 431
Total Financial Liabilities 56,123 56,123 50,550 50,550

The management assessed that cash and cash equivalents, other bank balances, trade receivables, trade payables, other
financial assets and other financial liabilities approximate their carrying amounts largely due to the short term maturities
of these instruments. Lease liabilities have fair values that approximate to their carrying amounts as it is based on the net
present value of the anticipated future cash flows.

133
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

B) Financial Risk Management Objectives

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company continues to focus on a system-based approach to business risk management. The Company’s financial risk
management process seeks to enable the early identification, evaluation and effective management of key risks facing
the business. Backed by strong internal control systems, the current Risk Management System rests on policies and
procedures issued by appropriate authorities; process of regular reviews/audits to set appropriate risk limits and controls;
monitoring of such risks and compliance confirmation for the same.

a) Market Risk
The Company’s Financial Instruments are exposed to market changes. The Company is exposed to the following significant
market risk:
Foreign Currency Risk
Interest Rate Risk
Other Price Risk
Market Risk Exposures are measured using sensitivity analysis. There has been no change to the Company’s exposure to
market risks or the manner in which these risks are being managed and measured.

Fair Value Hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at
Fair Value, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference
to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in
quoted equity shares and includes derivative contracts.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities,
measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and
liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are
determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from
observable current market transactions in the same instrument nor are they based on available market data.

As at 31.03.2023
Particulars
Level 1 Level 2 Level 3 Total
Financial Assets
Investment in Equity Shares 10 - - 10
10 - - 10

As at 31.03.2022
Particulars
Level 1 Level 2 Level 3 Total
Financial Assets
Investment in Equity Shares 8 - - 8
8 - - 8

134
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Foreign Currency Risk

The Company undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such
exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognised
assets and liabilities, which are not in the Company’s functional currency (Indian Rupees). A significant portion of these
transactions are in US Dollar, Euro, etc. The carrying amount of foreign currency denominated financial assets and liabilities
including derivative contracts, are as follows:

As at 31.03.2023 USD Euro Others# Total

Financial Assets 6 350 - 356
Financial Liabilities 615 1,271 37 1,923
As at 31.03.2022 USD Euro Others# Total
Financial Assets 6 329 - 335
Financial Liabilities 560 1,284 37 1,881
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona

Derivatives not Designated as Hedging Instruments

The Company uses foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange
forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency
exposure of the underlying transactions.
The Company enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of
expected sales and purchases, these contracts are not designated in hedge relationships and are measured at Fair Value
through profit or loss.
However, during the current and previous year, the Company has not entered into any forward contracts due to the current
financial position of the Company.

Un-hedged Foreign Currency Balances Currency As at 31.03.2023 As at 31.03.2022

(i) Financial Liabilities USD 615 560
EUR 1,271 1,284
Others# 37 37
(ii) Financial Assets USD 6 6
EUR 350 329
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona

Foreign Currency Sensitivity

Foreign Currency Sensitivities for unhedged exposure (impact on increase by 2%)

Particulars As at 31.03.2023 As at 31.03.2022

USD (12) (11)
EUR (18) (19)
Others #
(1) (1)
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona
Note: If the rate is decreased by 2%, profit of the Company will increase by an equal amount.
Figures in brackets indicate decrease in profit.

135
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Interest Rate Risk

Interest rate risk refers to the risk that the Fair Value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The objectives of the Company’s interest rate risk management processes are to lessen the
impact of adverse interest rate movements on its earnings and cash flows and to minimise counter party risks.
All the borrowings availed by the Company have a fixed interest rate throughout the respective financial year. Further, the
Company operates with banks having superior credit rating in the market.
Interest Rate Sensitivities for Outstanding Exposure
Particulars As at 31.03.2023 As at 31.03.2022
INR * *
* The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind
AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of changes in market interest rates. Further, all
lenders have declared loan facilities granted to the Company as NPA and are not charging interest, hence, interest rate risk does not arise.

Price Risk
Equity price risk is related to change in market reference price of investments in equity securities held by the Company. The Fair
Value of quoted investments held by the Company exposes the Company to equity price risks. In general, these investments
are not held for trading purposes. The Fair Value of quoted investments in equity, classified as Fair Value through Profit & Loss
as at 31st March 2023 is ` 10 Lakhs (31.03.2022: ` 8 Lakh).

b) Liquidity Risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company mitigates
its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle and ensuring
optimal movements of its inventories. The table below provides details regarding the remaining contractual maturities of
significant financial liabilities at the reporting date:

As at 31.03.2023 As at 31.03.2022
Particulars
Current Non-Current Current Non-Current
A. Financial Assets
i) Cash and Cash Equivalents 100 - 7 -
ii) Other Bank Balances 8 - 364 -
iii) Investment in Subsidiaries (net of impairment provision) - 74 - 302
iv) Trade Receivables 3,019 - 2,610
v) Other Financial Assets 274 148 266 582
vi) Investment in Equity Shares 10 - 8 -
Total 3,411 222 3,255 884
B. Financial Liabilities
i) Borrowings (Refer Note 17.3) 24,859 15,159 22,089 17,760
ii) Trade Payables 12,542 - 9,284 -
iii) Other Financial Liabilities 2,512 - 431 -
iv) Derivative Instruments not designated as Hedging
Instruments - - - -
Total 39,913 15,159 31,804 17,760

136
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

The management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of
expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
The maturity analysis of undiscounted lease liabilities are disclosed under Note 5.3.

c) Credit Risk
Credit risk is the risk that counter party will not meet its obligations leading to a financial loss. The Company has its policies
to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of
its customers, on the basis which the terms of payment are decided. Credit limits are set for each customer which are
reviewed at periodic intervals.
For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix.
The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and
is adjusted for forward-looking estimates. The provision matrix at the end of the reporting period is given below:

Particulars As at 31.03.2023 As at 31.03.2022

Opening Balance 1,047 7,166
Add: Provisions made 560 5,831
Less: Utilization made for Impairment/Derecognition - -11,950
Closing Balance 1,607 1,047

41 RELATED PARTY DISCLOSURES

I) List of Related Parties
Subsidiary TIL Overseas Pte. Limited
Key Management Personnel Mr. Sumit Mazumder (Chairman & Managing Director)
Mrs. Bipasha Banerjea (Chief Financial Officer)
Mr. Ratanlal Gaggar (Independent Director) *
Mr. Gaurav Swarup (Independent Director) **
Mrs. Manju Mazumder (Non Executive Director)
Mr. Deb Kumar Banerjee (Nominee of LIC) ***
Dr. T. Mukherjee (Independent Director) #
Ms. Veena Hingarh (Independent Director) #
Mr. Sekhar Bhattacharjee (Company Secretary)
Mr. Rajiv Kumar Soni (Chief Executive Officer) ##
Mr. Shibaditya Ghosh (Chief Financial Officer) ###
Mr. Subir Bhattacharyya (Independent Director, w.e.f 13th September 2022)
Mr. Tulsi Das Banerjee (Independent Director, w.e.f 13th September 2022)
* Resigned on 31st May 2022 and noted by the Board on 13th September 2022
** Resigned on 29th August 2022 and noted by the Board on 13th September 2022
*** Resigned on 31st July 2022 and noted by the Board on 13th September 2022
# Resigned on 10th February 2022
## Resigned since 9th November 2021.
### Resigned since 31st May 2021.

137
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

41 RELATED PARTY DISCLOSURES (Contd.)

Enterprises over which Key Management
Personnel are able to exercise significant influence TIL Welfare Trust
Gokul Leasing and Finance Private Limited
Arihant Merchants Limited
Mahan Eximp Limited
Supriya Leasing Limited
Sunrise Proteins Ltd.
Nachiketa Investments Company
Salgurn Merchants Pvt. Ltd.
B. P. Commodities Pvt. Ltd.
Marbellous Trading Pvt. Ltd.

II) Particulars of Transactions during the year ended 31st March 2023

Key KMP have Outstanding

Particulars Subsidiary Managerial Significant Total as on
Person Influence 31-03-2023
a) Loans and Advance from Key Management
Personnel/Associated Company/Others
(Net of Repayment)
Mr. Sumit Mazumder (Closing balance is adjusted
for write back of ` 50 Lakhs) - 106 - 106 12,411
Gokul Leasing and Finance Private Limited - - - - 1,953
Arihant Merchants Limited - - - - 83
Mahan Eximp Limited - - - - 127
Supriya Leasing Limited - - - - 90
Sunrise Proteins Ltd. - - - - 50
Nachiketa Investments Company - - - - 35
Salgurn Merchants Pvt. Ltd. - - - - 50
B. P. Commodities Pvt. Ltd. - - - - 10
Marbellous Trading Pvt. Ltd. - - - - 14
TIL Welfare Trust - - - - 1,066
Total - 106 - 106 15,889
b) Investments in Subsidiary (Net of Impairment)
TIL Overseas Pte. Limited - - - - 74
Total - - - - 74
c) Expenses Incurred by Subsidiary for the
Company
TIL Overseas Pte. Limited** 60 - - 60 -
Total 60 - - 60 -

138
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

II) Particulars of Transactions during the year ended 31st March 2023 (Contd.)

Key KMP have Outstanding

Particulars Subsidiary Managerial Significant Total as on
Person Influence 31-03-2023
d) Managerial Remuneration to Key
Management Personnel
(i) Short Term Benefit
Sumit Mazumder - 240 - 240 132
Bipasha Banerjea - 72 - 72 60
Sekhar Bhattacharjee - - - - 28
Shibaditya Ghosh - - - - 3
(ii) Post Employment Benefits
Sumit Mazumder - 3 - 3 104
Bipasha Banerjea - 1 - 1 5
Sekhar Bhattacharjee - - - - 2
(iii) Other Long Term Benefits
Sumit Mazumder - 5 - 5 123
Bipasha Banerjea - * - * 6
Sekhar Bhattacharjee - - - - -
Total - 321 - 321 463
e) Liabilities Written Back
Mr. Sumit Mazumder 50 50 -
TIL Overseas Pte. Limited 426 - - 426 -
Total 426 50 - 476 -
f) Retainer Fees
Sekhar Bhattacharjee - 53 - 53 47
Total - 53 - 53 47
*Amount is below the rounding off norm adopted by the Company.
** Advance of ` 426 Lakhs have been written back by the Company based on approval from the Subsidiary Company.

139
 TIL LIMITED ANNUAL REPORT 2022-23

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Particulars of Transactions during the year ended 31st March 2022

Key KMP have Outstanding
Particulars Subsidiary Managerial Significant Total as on
Person Influence 31-03-2022
a) Loans and Advance from Key Management
Personnel/Associated Company/Others
(Net of Repayment)
Mr. Sumit Mazumder (Refer Note 32 A) - 5,231 - 5,231 12,355
Gokul Leasing and Finance Private Limited - - 1,036 1,036 1,953
Arihant Merchants Limited - - 83 83 83
Mahan Eximp Limited - - 127 127 127
Supriya Leasing Limited - - 90 90 90
Sunrise Proteins Ltd. - - 50 50 50
Nachiketa Investments Company - - 35 35 35
Salgurn Merchants Pvt. Ltd. - - 50 50 50
B. P. Commodities Pvt. Ltd. - - 10 10 10
Marbellous Trading Pvt. Ltd. - - 14 14 14
TIL Welfare Trust - - 1,066 1,066 1,066
Total - 5,231 2,561 7,792 15,833
b) Dividend Received
TIL Overseas Pte. Limited 1,492 - - 1,492 -
Total 1,492 - - 1,492 -
c) Investments in Subsidiary
TIL Overseas Pte. Limited - - - - 302
Total - - - - 302
d) Advance Received
TIL Overseas Pte. Limited 394 - - 394 366
Total 394 - - 394 366
e) Managerial Remuneration to Key
Management Personnel
(i) Short Term Benefit
Sumit Mazumder - 217 - 217 61
Bipasha Banerjea - 45 - 45 26
Sekhar Bhattacharjee - 51 - 51 27
Shibaditya Ghosh - 9 - 9 3

140
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Particulars of Transactions during the year ended 31st March 2022 (Contd.)
Key KMP have Outstanding
Particulars Subsidiary Managerial Significant Total as on
Person Influence 31-03-2022
(ii) Post Employment Benefits
Sumit Mazumder - 5 - 5 101
Bipasha Banerjea - 1 - 1 4
Sekhar Bhattacharjee - 3 - 3 12
Shibaditya Ghosh - * - * -
(iii) Other Long Term Benefits
Sumit Mazumder - 9 - 9 118
Bipasha Banerjea - 3 - 3 6
Sekhar Bhattacharjee - 1 - 1 8
Shibaditya Ghosh - - - - -
Total - 344 - 344 366
*Amount is below the rounding off norm adopted by the Company.

III) Terms and Conditions of Transactions with Related Parties

a) The transactions with related parties have been entered at an amount which are not materially different from those
on normal commercial terms.
b) The amounts outstanding are unsecured and will be settled in cash and cash equivalent. No guarantees have been
given or received.
c) The remuneration of Directors is determined by the Nominations & Remuneration Committee having regard to the
performance of individuals and market trends.
IV) In respect of the above parties, there is no provision for impairment/doubtful debts as on 31st March 2023 and no amount
has been written off or written back during the year in respect of debt due from/to them except as disclosed above.
V) The above related party information is as identified by the management.

42 RATIOS
Name of the F.Y. F.Y.
Numerator Denominator Variance % Reason for Variance
Ratio 2022-23 2021-22
Liquidity crunch leading to
a) Current Ratio Current Assets Current Liabilities 0.41 0.55 -26% non-payment of borrowings
and trade payable.
b) Debt-Equity Other Equity has reduced due
Total Debt Total Equity (1.37) (1.96) 30%
Ratio to loss in the current year.
Profit After
Tax and before Interest expenses +
c) Debt-Service
Interest, Lease Payments + (1.12) (1.18) 5% --
Coverage Ratio
Depreciation and Principal Repayments
Exceptional Items

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Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

42 RATIOS (Contd.)

Name of the FY FY
Numerator Denominator Variance % Reason for Variance
Ratio 2022-23 2021-22
Due to exceptional losses in
d) Return on Net Profit After Average Share
(8.80) (41.52) 79% previous year the ratio has
Equity Ratio Tax Holder Equity
improved in the current year.
e) Inventory Revenue from
Average Inventory 0.29 0.33 -14% --
Turnover Ratio Operation
f) Trade
Average Trade Due to write off of Trade
Receivable Net Sales 1.56 0.48 222%
Receivables Receivables in previous year.
Turnover Ratio
Due to financial crises, the
g) Trade Payable Net Credit Average Trade purchase has drastically
0.09 0.80 -89%
Turnover Ratio Purchase Payable reduced and the company is
not able to pay it's dues.
Due to non payment of dues
h) Net Capital
Net Sales Working Capital (0.16) (0.36) 56% to creditors and decrease in
Turnover Ratio
revenue.
Net Profit After Revenue from Due to exceptional items in
i) Net Profit Ratio (2.01) (6.41) -69%
Tax Operations previous year.
Earnings Before Capital Employed =
j) Return on
Exceptional Tangible Net Worth +
Capital (0.80) (0.82) -2% --
Items, Interest Total Debt + Deferred
Employed
and Taxes Tax Liability
Due to increase in the market
k) Return of Profit/(Loss) on
Cost of Investment 0.02 (0.00) 838% value of current investments
Investment Investment
held by the company

43 Additional Disclosures Relating to the Requirement of Revised Schedule III

43.1 Loans or Advances (repayable on demand or without specifying any terms or period of repayment)
to Specified Persons
During the year ended 31st March 2023 the Company did not provide any loans or advances which remains outstanding
(repayable on demand or without specifying any terms or period of repayment) to specified persons (Nil as on
31st March 2022).

43.2 Relationship with Struck off Companies

The Company did not have any transaction with companies struck off during the year ended 31st March 2023 and
31st March 2022.

43.3 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto Currency or Virtual Currency during the year ended 31st March 2023
and 31st March 2022.

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Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

43.4 Utilization of Borrowed Fund & Share Premium

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

The Company has not advanced or lent or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b)
provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

43.5 The quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the
books of accounts, except are as under:

Amount as Amount reported

Reason for
per books in quarterly Difference
Quarter Name of the Bank Particulars material
of account return/statement (` in Lakhs)
discrepancy
(` In Lakhs) (` In Lakhs)
Inventories 23,031 27,014 (3,983)
June'21 All Consortium Banks Trade
24,688 24,645 43
Receivables
Inventories 26,001 26,937 (936)
September'21 All Consortium Banks Trade
21,935 21,745 190
Receivables The difference
Inventories 26,269 26,222 47 are on account of
December'21 All Consortium Banks Trade numbers reported
20,827 20,229 598 to the banks on
Receivables the provisional
Inventories 16,457 15,953 504 quarterly accounts.
March'22 All Consortium Banks Trade
3,654 4,105 (451)
Receivables
Inventories 15,053 15,750 (697)
June'22 All Consortium Banks Trade
4,003 4,309 (306)
Receivables
Inventories 15,379 15,379 -
September'22 All Consortium Banks Trade
3,711 3,731 (20) The difference
Receivables
Inventories 14,920 14,921 (1) are on account of
numbers reported
December'22 All Consortium Banks Trade
4,029 4,023 6 to the banks on
Receivables the provisional
Inventories 14,097 14,405 (308) quarterly accounts.
March'23 All Consortium Banks Trade
4,626 4,617 9
Receivables

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Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

43.6 The Company has not been declared as a wilful defaulter by any Banks or Financial Institutions or any other Lender.

43.7 The Company has used the borrowings from Banks and Financial Institutions for the specific purpose for which it was
obtained.

43.8 There are no registration/satisfaction of charges pending with registrar of companies beyond the statutory period as on
the balance sheet date, except as follows:

Date of Date of Amount

Sr. No. Charge ID Name of Charge Holder
Creation Satisfaction (`in Lakhs)
1 100407926 Bank of India 25-01-2021 - 818
2 100350315 State Bank of India 06-07-2020 - 300
3 100225971 Union Bank of India 19-12-2018 - 250
4 80009601 Indian Overseas Bank 07-02-2005 - 2,100

Further in many cases fresh charges were created in the past by the various banks wherever the existing working capital limits
were enhanced, however in those cases previous charges were not satisfied. The Company is of the opinion that filing of non-
satisfaction in those cases is not a non-compliance.

44 Earnings Per Share (EPS) - The Numerators and Denominators Used to Calculate
Basic and Diluted EPS
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Profit/(Loss) After Tax Attributable to the Equity Shareholders (` in Lakhs) A (8,828) (41,648)
Basic and Diluted
i. Number of Equity Shares at the beginning of the year 10,030,265 10,030,265
ii. Number of Equity Shares issued during the year - -
iii. Number of Equity Shares at the end of the year 10,030,265 10,030,265
iv. Weighted average number of Equity Shares
outstanding during the year B 10,030,265 10,030,265
v. Nominal Value of each Equity Share (`) 10 10
Basic and Diluted Earnings Per Share (`) A/B (88.01) (415.22)

45 In its Extraordinary General Meeting convened on 23rd December 2022, the Company has received Shareholders’
Approval for the proposed strategic investment by issue of 7,496,592 (Seventy Four Lakh Ninety Six Thousand Five
Hundred Ninety Two) equity shares of face value of ` 10 (Rupees Ten) per share at a price of ` 92.40 (Rupees Ninety Two
and forty Paise) per share through Preferential allotment in favor of Indocrest Defence Solutions Private Limited pursuant
to the provisions of Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure

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Notes to the Standalone Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Requirements) Regulations, 2018; and which is subject to approvals from appropriate authorities and lending institutions.
Accordingly, the Stock Exchanges have also been informed under Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

46 The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code, 2020 (“the
Codes”) in the Gazette of India, inter alia, subsuming various existing labour and industrial laws which deals with
employees related benefits including post - employment. The effective date of the code and the rules are yet to be
notified. The impact of the legislative changes, if any, will be assessed and recognized post notification of the relevant
provisions.

47 The Standalone Financial Statements were approved by the Board of Directors on 26th May 2023.

48 The previous year figures have been regrouped/reclassified wherever necessary, to conform the current period’s
classification.

Signatures to Notes ‘1’ to ‘48’

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

INDEPENDENT To the Members of TIL Limited

Report on the Audit of the
AUDITOR’S REPORT Consolidated Financial Statements

Qualified Opinion
We have audited the accompanying Consolidated Financial Statements of TIL Limited (“the Parent Company”) and its
subsidiary (the Parent Company and its subsidiary together referred to as the ‘Group’), comprising the Consolidated Balance
Sheet as at 31st March 2023, the Consolidated Statement of Profit and Loss including the Consolidated Statement of Other
Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity for the
year then ended and notes to the Consolidated Financial Statements, including a summary of significant accounting policies
and other explanatory information (hereinafter referred to as ‘Consolidated Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of the report of other auditors on separate financial statements of the subsidiary referred to in the other matter paragraph
section below, except for the possible effects of the matter described in ‘Basis for Qualified Opinion’ section of our report, the
aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013, as amended (“the
Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Group as at 31st March 2023, their consolidated loss including other comprehensive
income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw attention to the following matters:
(a) Note No. 33 of the accompanying Consolidated Financial Statements for not carrying out fair valuation of interest
free loans from the Promoters/Promoter’s Group of Companies and other lenders aggregating to ` 15,885 Lakhs as
required under Ind AS-109 and its impact on Consolidated Financial Statements has not been ascertained by the
management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on the
Consolidated Financial Statements.

(b) Note No. 34 of the accompanying Consolidated Financial Statements which states that the Parent Company has
incurred a cash loss of ` 8,314 Lakhs during the year and its net worth is negative as on the Balance Sheet date.
Moreover, the Parent Company’s current liabilities also exceed its current assets as at 31st March 2023. In view of the
acute financial crisis faced by the Company, lenders have declared the loan facilities granted to the Company as a Non-
Performing Asset (NPA). However, the lenders have also extended ‘Holding on Operations’ to the Company through a
‘Trust & Retention Account’ opened with the Lead Bank of the Consortium namely, Bank of India (‘BOI’). Further, the
lead bank, namely Bank Of India, had filed a petition under Section 7 of the IBC before the Hon’ble National Company
Law Tribunal on 28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors
approved a resolution plan at its meeting held on 26th November 2022 which had since been submitted with all of
TIL’s Consortium Bankers on 28th November 2022 which is currently under discussion.

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The above situation indicates that a material uncertainty exists that may cast significant doubt on the Parent Company’s
ability to continue as a going concern. However, the management of the Company has been considering the feasibility
and effectiveness of the certain planned actions including proposed investment and proposed resolution plan and
considering the sales orders in hand, the management has concluded that the material uncertainties are expected to
be mitigated and hence the Consolidated Financial Statements have been prepared on a going concern basis. The
appropriateness of the assumption of going concern is dependent on successful outcome of proposed investment
by the investor and proposed resolution plan as stated above. Hence, we are unable to comment on whether the
Company will be able to continue as Going Concern.

(c) Note No. 10.1 of the accompanying Consolidated Financial Statements regarding carry forward of Minimum Alternate
Tax Credit of ` 3,026 Lakhs as on 31st March 2023 (a component of deferred tax asset in the financial statements)
which was accounted for in the earlier years. In the opinion of the management sufficient future taxable profit will be
available against which these unused tax credits can be utilized within the stipulated period under the provisions of
Income Tax Act 1961. However, we are unable to comment for utilization of said MAT credit in absence of basis for
reasonable certainty supported by convincing evidence.

(d) Note No. 12.5 of the accompanying Consolidated Financial Statements regarding Stock in Transit which includes
materials valuing ` 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st March 2023 which also includes
` 3,234 Lakhs imported in earlier years. These inventories could not be released from the authorities due to non-
payment of custom duty, other charges etc. and as explained, due to this confirmation has also not been received. The
management does not expect any material loss on account of any obsolescence in these said stocks due to passage
of time and no provision is considered necessary. However, as these materials are lying for a considerable period of
time and due to non-availability of its technical assessment, we are unable to comment whether any provision for
obsolescence are required in this regard.

(e) Note No. 35 of the accompanying Consolidated Financial Statements regarding an enquiry by “Directorate of Revenue
Intelligence & Enforcement” (DRI) which has been ongoing since June 2021 in respect to certain trading transactions
and other matters related to earlier years and the Company has since complied with the requirements of the DRI. On
7th November 2022 and 10th November 2022 the Company received an Investigation report of DRI dated 20th July
2022 from the GST Authority, together with certain demand intimations based on the Investigation report. These
demand initimations were for FY 2019-20 and for FY 2020-21 for payment of tax/interest/penalty amounting to
` 928.90 Lakhs & ` 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and a reply to such intimations
had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-
01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was
held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023.
Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e
8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to ` 958.97 Lakhs for
FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have merit; and hence
an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec
107 of the CGST Act. In view of this, no provision is considered necessary by the management.

(f) Trade Receivables, Advances to Suppliers, Trade Payable and Advances from Customers amounting to ` 3,019 Lakhs,
` 1,050 Lakhs, ` 12,542 Lakhs and ` 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Parent
Company could not get necessary confirmations from the respective parties and due to no material subsequent
movement in such balances, alternate procedure to verify those balances could also not be performed.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Further, the Parent Company could not get confirmations for Loans from bodies corporate to the extent of
` 897 Lakhs lying outstanding as on 31st March 2023.

Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said
balances as on 31st March 2023 and related impact on these Consolidated Financial Statements.

The impact of above matters (a) to (f) on the accompanying Consolidated Financial Statements is presently not ascertainable.

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs), as
specified under section 143(10) of the Companies Act, 2013, as amended (“the Act”). Our responsibilities under those Standards
are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Financial
Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our qualified audit opinion on the Consolidated Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated
Financial Statements for the year ended 31st March 2023. These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. In addition to the matters described in the basis for qualified opinion section, we have determined the matter
described below as Key audit matter and our description of how our audit addressed the matter is provided in that context.

Key audit matters How our audit addressed the key audit matter
Inventories (other than stock in transit) (Refer Note 12 of the Consolidated Financial Statements)
The Parent Company is engaged in manufacturing of a Our audit procedures included the following:
comprehensive range of material handling, lifting, port, and 1. Obtained an understanding of the management
road construction equipments with integrated customer with regard to internal controls relating to Inventory
support and after-sales service requiring a wide range of spare management.
parts. The total inventory of such materials (other than stock
2. We have reviewed the report submitted by the
in transit) amounts to ` 10,849 Lakhs as on 31st March 2023 external agency and checked for differences, if any,
(Refer Note 12 of Consolidated Financial Statements). and whether the same has been accounted for in the
Inventories are carried at lower of cost or net realizable books of accounts.
value. Significant judgement is required in assessing the 3. We observed physical inventory counts at major
appropriate level of the provision for slow moving and/or locations to ascertain the condition of inventory and
obsolete inventory, determination of net realizable value and tested on a sample of items to assess the cost basis
we determined this to be a matter of significance to our audit. and net realizable value of inventory and evaluated the
adequacy of provision for slow moving and obsolete
inventories as at 31st March 2023.
4. Tested on a sample basis the accuracy of cost for
inventory and testing the net realizable value by
comparing actual cost with the latest available
contracts for similar products.

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Other Information
The Parent Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the Consolidated Financial Statements and our auditor’s report
thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

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

Responsibilities of Management for the Consolidated Financial Statements

The Parent Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Consolidated Financial Statements that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes
in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. The respective Board of Directors of the Companies included in the Group, are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the respective Board of Directors of the Companies included in the Group
are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to liquidate or to cease
operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the Group’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

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

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

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

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures,
and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial statements/financial information of the entities within
the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision
and performance of the audit of financial information of such entities included in the Consolidated Financial Statements of
which we are the independent auditors. For the other entities included in the Consolidated Annual Financial Statements,
which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and
performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Consolidated Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Consolidated Financial Statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Consolidated Financial
Statements.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Consolidated Financial Statements for the financial year ended 31st March 2023 and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Other Matters
i. The Consolidated Financial Statements includesthe audited financial statements and the other financial information, in
respect of the subsidiary whose financial statements include total assets of ` 89 Lakhs as at 31st March 2023, total revenue
` 10 Lakhs, total net loss after tax of ` 500 Lakhs, total comprehensive income of ` (-)463 Lakhs for the year ended
31st March 2023 and net cash flows of ` (-)65 Lakhs for the year ended 31st March 2023 as considered in the Consolidated
Financial Statement which have been audited by other auditors.

ii. The independent auditors report on the financial statements of above-mentioned subsidiary have been furnished to us
by the management and our opinion on the Consolidated Financial Statements in so far as it relates to the amounts and
disclosures included in the respect of the subsidiary is based solely on the reports of such auditors.

iii. Subsidiary mentioned in sub-paragraph (i) above is located outside India whose annual financial statements have been
prepared in accordance with accounting principles generally accepted in their country and which have been audited by other
auditors under generally accepted auditing standards applicable in their country. The Parent Company’s management has
converted the financial statementsof such subsidiary located outside India from accounting principles generally accepted
in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion
adjustments and additional disclosures made by the Parent Company’s management. Our conclusion in so far as it relates
to the balances and affairs of such subsidiary located outside India is based on the report of other auditor and the
conversion adjustments and additional disclosures prepared by the management of the Parent company and reviewed by us.

Report on Other Legal and Regulatory Requirements

1. With respect to the matter specified in clause (xxi) of paragraph 3 and paragraph 4 of the Companies (Auditor’s Report)
Order, 2020 (“the Order”/“CARO”) issued by the Central Government of India in terms of Section 143(11) ofthe Act,
according to the information and explanation given to us and based on our examination, we report that there are no
companies other than the Parent Company, included in the Consolidated Financial Statements which are the companies
incorporated in India and hence the reporting under CARO is not applicable to them.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit, except to the extent described in the Basis for Qualified Opinion paragraph
where we were unable to obtain such information;

(b) Proper books of account as required by law relating to Consolidated Financial Statements have been kept by the Group
so far as it appears from our examination of those books except to the extent stated in the Basis for Qualified Opinion
paragraph;

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(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the statement of Other
Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in
Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of
preparation of the Consolidated Financial Statements;

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the
aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters described in the Basis for Qualified Opinion paragraph including Going Concern Assessment as stated
above, in our opinion, may have adverse effect on the functioning of the Parent Company;

(f) On the basis of the written representations received from the directors of the Parent Company as on 31st March 2023
taken on record by the Board of Directors of the Parent Company, none of the directors of the Parent Company is
disqualified as on 31st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the
Basis for Qualified Opinion paragraph above;

(h) With respect to the adequacy of the internal financial controls with reference to these Consolidated Financial Statements
and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” to this report. Our
report expresses a disclaimer of opinion on the Parent Company’s internal financial controls with reference to these
Consolidated Financial Statements for the reasons stated therein;

(i) In our opinion, the managerial remuneration for the year ended 31st March 2023 has been paid/provided by the Parent
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Financial
Statements - Refer Note 35, 37.1 and 37.3 to the Consolidated Financial Statements;

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and
Protection Fund by the Parent Company.

iv. (a) The management of the Parent Company has represented that, to the best of its knowledge and belief, as
disclosed in the Note 42.4 to the Consolidated Financial Statements, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Parent Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,

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 OVERVIEW STATUTORY REPORTS FINANCIALS

directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Parent Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note
42.4 to the Consolidated Financial Statements, no funds have been received by the Parent Company from
any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Parent Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (a)
and (b) above contain any material mis-statement.

v. No Dividend has been declared or paid during the year by the Parent Company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit log) facility is applicable to the Parent Company with
effect from 1st April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended 31st March 2023.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E
(Giridhari Lal Choudhary)
Partner
Kolkata (Membership No. 052112)
26th May 2023 UDIN : 23052112BGXCJL9544

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

ANNEXURE “A” TO THE (Referred to in paragraph (h)

under ‘Report on Other Legal and
INDEPENDENT AUDITOR’S REPORT Regulatory Requirements’ of our
OF EVEN DATE ON THE CONSOLIDATED FINANCIAL report of even date)
STATEMENTS OF TIL LIMTED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We were engaged to audit the internal financial controls with reference to Consolidated Financial Statements of TIL Limited
(“the Parent Company”) as of 31st March 2023 in conjunction with our audit of the Consolidated Financial Statements of the
Parent Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Parent Company is responsible for establishing and maintaining internal financial controls
based on the internal control with reference to Consolidated Financial Statements criteria established by the Parent Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to the Parent Company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Financial Statements
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of
Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to Consolidated Financial Statements was established and maintained and if such controls operated effectively in all material
respects.

Because of the matters described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for our opinion on whether the Parent Company had adequate internal financial controls over
financial reporting with reference to these Consolidated Financial Statements as at 31st March 2023 and whether such internal
financial controls were operating effectively.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Meaning of Internal Financial Controls with reference to Consolidated Financial

Statements
A company’s internal financial control with reference to Consolidated Financial Statement is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to
the Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.

Disclaimer of Opinion
According to the information and explanation given to us, the Parent Company has not established its internal financial control
over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether
the Parent Company had adequate internal financial controls over financial reporting and whether such internal financial
controls were operating effectively as at 31st March 2023. Accordingly, we do not express an opinion on Internal Financial
Controls with reference to these Consolidated Financial Statements.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our
audit of the Consolidated Financial Statements of the Parent Company for the year ended 31st March 2023 and the disclaimer
does not affect our qualified opinion on the Consolidated Financial Statements of the Parent Company.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E
(Giridhari Lal Choudhary)
Partner
Kolkata Membership No. 052112
26th May 2023 UDIN : 23052112BGXCJL9544

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2023 ( ` In Lakhs )

Particulars Note No. As at 31.03.2023 As at 31.03.2022

A ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment 4 9,589 10,546
(b) Capital Work-In-Progress 6 27 27
(c) Right-of-use Assets 4.1 1,011 1,268
(d) Intangible Assets 7 - 46
(e) Financial Assets
(i) Investments 8-A - -
(ii) Others 9-A 148 582
(f) Deferred Tax Assets (Net) 10-B 3,868 3,457
(g) Income Tax Assets (Net) 10-A 704 499
(h) Other Non-Current Assets 11-A 29 21
Total Non-Current Assets 15,376 16,446
2 Current Assets
(a) Inventories 12 14,068 16,430
(b) Financial Assets
(i) Investments 8-B 67 98
(ii) Trade Receivables 13 3,019 2,610
(iii) Cash and Cash Equivalents 14-A 132 97
(iv) Bank balances other than (iii) above 14-B 8 364
(v) Others 9-B 274 266
(c) Other Current Assets 11-B 1,659 1,666
Total Current Assets 19,227 21,531
3 Assets Held for Sale 4.3 419 -
TOTAL ASSETS 35,022 37,977
B EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 15 1,003 1,003
(b) Other Equity 16 (30,239) (21,101)
Total Equity (29,236) (20,098)
2 Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 17-A 15,159 17,760
(ii) Lease Liabilities 20-A 957 875
(b) Provisions 18-A 503 512
Total Non-Current Liabilities 16,619 19,147
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 17-B 24,859 22,089
(ii) Lease Liabilities 20-B 94 111
(iii) Trade Payables 19
A) Total outstanding dues of micro enterprises and smallenterprises 395 382
B) Total outstanding dues of Creditors other than micro enterprises and
12,162 8,922
small enterprises
(iv) Other Financial Liabilities 21 2,512 431
(b) Other Current Liabilities 22 7,529 6,954
(c) Provisions 18-B 88 39
Total Current Liabilities 47,639 38,928
TOTAL EQUITY AND LIABILITIES 35,022 37,977

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Consolidated Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors
For Singhi & Co. of TIL Limited
Chartered Accountants (Firm’s Registration No. 302049E)
Giridhari Lal Choudhary Sumit Mazumder
Partner (Membership No. 052112) Chairman & Managing Director (DIN:00116654)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

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 OVERVIEW STATUTORY REPORTS FINANCIALS

CONSOLIDATED STATEMENT OF PROFIT & LOSS

FOR THE YEAR ENDED 31ST MARCH 2023 ( ` In Lakhs )
Note Year Ended Year Ended
Particulars
No. 31.03.2023 31.03.2022
I. Revenue from Operations 23 4,383 6,624
II. Other Income 24 670 1,089
III. Total Revenue (I + II) 5,053 7,713
IV. Expenses
Cost of Materials Consumed 25 1,173 2,098
Purchases of Stock-In-Trade 26 309 2,004
Changes in Inventories of Finished Goods, Stock-In-Trade and Work-In-Progress 27 1,604 (1,002)
Employee Benefits Expense 28 3,673 5,536
Finance Costs 29 3,624 3,620
Depreciation and Amortization Expense 30 895 995
Other Expenses 31 3,247 10,325
Total Expenses (IV) 14,525 23,576
V. Profit/(Loss) Before Exceptional Items and Tax (III - IV) (9,472) (15,863)
VI. Exceptional Items 32 - (25,953)
VII. Profit/(Loss) Before Tax (After Exceptional Items) [V-VI] (9,472) (41,816)
VIII. Tax (Benefits)/Expenses
Current Tax - -
Income tax relating to earlier years - 172
Deferred Tax 10-B (370) 1,129
Total Tax (Benefits)/Expenses (VIII) (370) 1,301
IX. Net Profit/(Loss) for the year (VII-VIII) (9,102) (43,117)
X. Other Comprehensive Income
A. Items that will not be reclassified to the Statement of Profit and Loss
Remeasurement of the defined benefit plans (112) (79)
B. Income tax relating to items that will not be reclassified to the Statement of
Profit and Loss 39 28
C. Items that will be reclassified to the Statement of Profit and Loss
Exchange differences in translating the financial statements of foreign operations 37 80
D. Income tax relating to items that will be reclassified to the Statement of
- -
Profit and Loss
Total Other Comprehensive Income (X) (36) 29
XI. Total Comprehensive Income for the year (IX + X) (9,138) (43,088)
XII. Earnings Per Equity Share (Face Value of ` 10/-)
Basic and Diluted 44 (90.75) (429.87)

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Consolidated Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors
For Singhi & Co. of TIL Limited
Chartered Accountants (Firm’s Registration No. 302049E)
Giridhari Lal Choudhary Sumit Mazumder
Partner (Membership No. 052112) Chairman & Managing Director (DIN:00116654)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31st March 2023 ( ` In Lakhs )

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022

A Cash Flow from Operating Activities
Profit/(Loss) Before Tax and Exceptional Items (9,472) (15,863)
Adjustments for
Depreciation and Amortization Expense 895 995
Finance Costs 3,624 3,620
Net (Gain)/Loss on Fair Valuation of investments through
(3) (4)
Profit and Loss
Net (Gain)/Loss on Assets Held for Sale - (283)
Unrealized Foreign Exchange (Gain)/Loss (Net) 108 57
Provisions/Liabilities no longer required written back (536) (610)
(Gain)/Loss on Sale of Investment - (72)
Bad and Doubtful Trade Receivables/Advances/Claims 1,028 6,035
Interest Income (39) (79)
Dividend Income - (27)
(Profit)/Loss on Sale of Property, Plant & Equipment (Net) 4 (1)
(Gain)/Loss on Modification/Termination on Lease Assets (3) 275
(Gain)/Loss on Fair Valuation of Derivatives not designated
as Hedging
Instruments through Profit and Loss - 3
Other Non Cash Adjustment - (8)
5,078 9,901
Operating Profit before Working Capital Changes (4,394) (5,962)
Changes in Working Capital
Trade Receivables, Loans, Advances and Other Assets (1,454) 4,053
Inventories 2,360 (4,642)
Trade Payables, Other Liabilities and Provisions 4,253 3,906
5,159 3,317
Cash Generated from Operations 765 (2,645)
Income Tax Paid (Net) (205) (18)
Net Cash Flows used in Operating Activities (A) 560 (2,663)
B Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment, Intangibles etc. - 3
Sale of Property, Plant & Equipment 8 4,000
Margin Money/Bank Deposits not considered as Cash and
763 43
Cash Equivalents
Interest Received 39 79
Dividend Received - 27
(Purchase)/Sale of Investments 41 3,574
Net Cash Flows used in Investing Activities (B) 851 7,726

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 OVERVIEW STATUTORY REPORTS FINANCIALS

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31st March 2023 Contd. ( ` In Lakhs )

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022

C Cash Flow from Financing Activities
Repayment of Long Term Borrowings - (1,776)
Proceeds from Long Term Borrowings 55 4,476
Repayment of Lease Liabilities (100) (99)
Proceeds from Short Term Borrowings (Net) 101 (4,433)
Finance Costs Paid (1,441) (3,168)
Net Cash Flows from Financing Activities (C) (1,385) (5,000)
Net Increase in Cash and Cash Equivalents (A+B+C) 26 63
Cash and Cash Equivalents at the beginning of the year 97 46
Effect for Foreign Exchange Fluctuation 9 (12)
Cash and Cash Equivalents at the end of the period 132 97
Cash and Cash Equivalents comprises
Cash in hand 1 3
Balance with Banks 131 94
132 97

Note:
a) The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’
b) The composition of Cash & Cash Equivalent has been determined based on the Accounting Policy No. 2.22.
c) Figures for the previous year have been re-grouped wherever considered necessary.
d) Income Taxes paid/Refund received (net) are treated as arising from operating activities and are not bifurcated between investing and
financing activities.
e) As per Ind AS 7, the Group is required to provide disclosures that enable users of Financial Statements to evaluate changes in liabilities
arising from financing activities, including both changes arising from cash flows and non-cash changes. The Group did not have any
material impact on the Statement of Cash Flows therefore reconciliation has not been given.

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Consolidated Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

159
160
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST MARCH 2023
(All amounts in ` Lakhs, unless otherwise stated)

A EQUITY SHARE CAPITAL

Balance as at 01.04.2021 Changes in equity share capital during the year Balance as at 31.03.2022
1,003 - 1,003
Balance as at 01.04.2022 Changes in equity share capital during the year Balance as at 31.03.2023
1,003 - 1,003

B. OTHER EQUITY
Items of other
Reserve and Surplus Comprehensive
Income Total
Capital Development Amalgamation Foreign Currency Equity
Securities Capital General Retained
Redemption Rebate Reserve Translation
Premium Reserve Reserve Earnings
Reserve Reserve Reserve
TIL LIMITED AND ITS SUBSIDIARIES

Balance as at 01.04.2021 1,934 878 400 1 20 3,013 12,968 2,773 21,987

Loss for the year - - - - - - (43,117) - (43,117)
Other Comprehensive
Income for the year
(net of tax) - - - - - - (51) 80 29
Balance as at 31.03.2022 1,934 878 400 1 20 3,013 (30,200) 2,853 (21,101)
Loss for the year - - - - - - (9,102) - (9,102)
Other Comprehensive
ANNUAL REPORT 2022-23

Income for the year

(net of tax) - - - - - - (73) 37 (36)
Total Comprehensive
- - - - - - (9,175) 37 (9,138)
Income
Balance as at 31.03.2023 1,934 878 400 1 20 3,013 (39,375) 2,890 (30,239)
 OVERVIEW STATUTORY REPORTS FINANCIALS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST MARCH 2023
(All amounts in ` Lakhs, unless otherwise stated)

B OTHER EQUITY (Contd.)

Securities Premium
This reserve represents the premium on issue of shares and can be utilized in accordance with the provisions of the
Companies Act, 2013.

Capital Reserve
This represents grants etc. of capital nature.

Capital Redemption Reserve

This reserve is created on redemption of capital.

Development Rebate Reserve and Amalgamation Reserve

These Reserves were transferred to the Group in the course of business combination.

General Reserve
The General Reserve is used from time to time to transfer profit from retained earnings for appropriation purposes.

Retained Earnings
This reserve represents the cumulative Profit/Loss of the Group. This can be utilised in accordance with the provisions of
the Companies Act, 2013.

Foreign Currency Translation Reserve

This reserve contains accumulated balance of foreign exchange differences from translation of the Financial Statements of
the Group’s foreign operations arising at the time of consolidation of such entities.

Significant accounting policy and accompanying notes (1 to 48) forming an integral part of the Consolidated Financial Statements.

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited
For Singhi & Co. Sumit Mazumder
Chartered Accountants (Firm’s Registration No. 302049E) Chairman & Managing Director (DIN:00116654)
Giridhari Lal Choudhary
Partner (Membership No. 052112)
Kolkata Bipasha Banerjea Sekhar Bhattacharjee
26th May 2023 Chief Financial Officer Company Secretary

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated)

1 GENERAL INFORMATION
TIL Limited (the 'Parent Company'/'Company') and its overseas subsidiary (collectively referred to as the 'Group') is engaged
in manufacturing and marketing of a comprehensive range of material handling, lifting, port and road construction
solutions with integrated customer support and after sales service. Overall the Group's products and services are termed
as Materials Handling Solutions (MHS). The Group has two manufacturing facilities - Kamarhatty and Kharagpur in West
Bengal. The Company is a Public Limited Company and is listed in Bombay, Calcutta and National Stock Exchange in India.

1.1 Basis of Consolidation

The Consolidated Financial Statements (CFS) include the financial statements of the Parent and its following
subsidiary (together forming the ‘Group’).

Name of the Subsidiary Country of Incorporation Proportion of Ownership Accounting Year

TIL Overseas PTE Limited (TILO) Singapore 100 1st April to 31st March

Control and significant influence is assessed annually with reference to the voting power (usually arising from equity
shareholdings and potential voting rights) and other rights, if any, enjoyed by the Parent in its capacity as an investor
that provides it the power and consequential ability to direct the investee’s activities and significantly affect the
Group’s returns from its investment.
The assets, liabilities, income and expenses of the subsidiary is aggregated and consolidated, line by line, from the
date control is acquired by the Parent to the date it ceases. Profit or loss and each component of other comprehensive
income are attributed to the Group as owners. The excess of the Group’s investment in a subsidiary over its share in
the net worth of such subsidiary on the date control is acquired is treated as goodwill while a deficit is considered
as a capital reserve in the CFS. On disposal of the subsidiary, attributable amount on goodwill is included in the
determination of the profit or loss and recognised in the Consolidated Statement of Profit and Loss.
Impairment loss, if any, to the extent the carrying amount exceeds the recoverable amount is charged off to
the Consolidated Statement of Profit and Loss as it arises and is not reversed. For impairment testing, goodwill
is allocated to Cash Generating Unit (CGU) which is not larger than an operating segment, and is monitored
for internal management purposes. All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of all intragroup assets and liabilities, equity, income, expenses and cash
flows relating to transactions between members of the Group are eliminated in full on consolidation.

1.2 Recent Accounting Developments

The Ministry of Corporate Affairs (MCA) notifies new standards or amendments to the existing standards under the
Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March 2023, MCA amended
the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:
Ind AS 1, Presentation of Financial Statements - This amendment requires the entities to disclose their material
accounting policies rather than their significant accounting policies. The effective date for adoption of this
amendment is annual periods beginning on or after 1st April 2023. The Group has evaluated the amendment and
the impact of the amendment is insignificant in the Financial Statements.
Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a
definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes
in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment

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Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

is annual periods beginning on or after 1st April 2023. The Group has evaluated the amendment and there is no
impact on its Financial Statements.
Ind AS 12, Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it
does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for
adoption of this amendment is annual periods beginning on or after 1st April 2023. The Group has evaluated the
amendment and there is no impact on its Financial Statements.

2 Significant Accounting Policies

2.1 Statement of Compliance
These Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013, except as referred to in Note 33. The Consolidated
Financial Statements have also been prepared in accordance with the relevant presentation requirements of the
Companies Act, 2013.

2.2 Basis of Preparation

The financial statements are prepared in accordance with the historical cost convention, except for certain items
(e.g. financial instruments) that are measured at fair values, as explained in the accounting policies.
Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the Fair Value of an asset or a liability, the Group takes
into account the characteristics of the asset or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date. Fair Value for measurement and/or disclosure
purposes in these Financial Statements is determined on such a basis, except leasing transactions that are within
the scope of Ind AS 116 - “Leases”, and measurements that have some similarities to Fair Value but are not Fair
Value, such as net realizable value in Ind AS 2 - “Inventories” or value in use in Ind AS 36 - “Impairment of Assets”.

2.3 Operating Cycle

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle
and other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1 - “Presentation of Financial
Statements” based on the nature of products and the time between the acquisition of assets for processing and
their realization in cash and cash equivalents; the Group has ascertained its operating cycle as 12 months for the
purpose of current, non current classification of assets and liabilities.

2.4 Property, Plant and Equipment - Tangible Assets

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation
and impairment, if any. Cost is inclusive of all directly attributable expenses including borrowing cost related to
acquisition. Expenses capitalized also include applicable borrowing costs for qualifying assets, if any. All upgradation/
enhancements are charged off as revenue expenditure unless they bring similar significant additional benefits. An
item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of asset. Any gain or loss arising on the disposal or retirement of an item of
property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognised in the Consolidated Statement of Profit and Loss.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Capital Work in Progress is stated at cost (including borrowing cost, where applicable, and adjustment for exchange
difference), incurred during construction/installation/preoperative periods relating to items or projects in progress.
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use and a sale is considered highly probable. They are measured at the
lower of the carrying amount and the Fair Value less cost to sale. An impairment loss is recognized for any initial or
subsequent write-down of the asset to Fair Value less costs to sell. A gain is recognized for any subsequent increases
in Fair Value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized.
A gain or loss not previously recognized by the date of the sale of the non-current asset is recognized at the date
of de-recognition. Non-current assets (including those that are part of a disposal group) are not depreciated or
amortized while they are classified as held for sale. Non-current assets (or disposal group) classified as held for sale
are presented separately in the balance sheet.

2.5 Intangible Assets

Intangible Assets that the Group controls and from which it expects future economic benefits are capitalized upon
acquisition and measured initially:
a. for assets acquired in a business combination or by way of a Government grant, at Fair Value on the date of
acquisition/grant.
b. for separately acquired assets, at cost comprising the purchase price (including import duties and non-refundable
taxes) and directly attributable costs to prepare the asset for its intended use.
Internally generated assets for which the cost is clearly identifiable are capitalized at cost. Research expenditure
is recognized as an expense when it is incurred. Development costs are capitalized only after the technical
and commercial feasibility of the asset for sale or use has been established. Thereafter, all directly attributable
expenditure incurred to prepare the asset for its intended use are recognized as the cost of such assets.

2.6 Derecognition of Tangible and Intangible Assets

An item of Property Plant and Equipments (PPE) is de-recognized upon disposal or when no future economic
benefits are expected to arise from its use or disposal. Gain or loss arising on the disposal or retirement of an item
of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in the Statement of Profit and Loss.

2.7 Depreciation and Amortization

Depreciation on Property, Plant and Equipment has been provided on the straight-line method as per the
useful life prescribed in Schedule II to the Companies Act, 2013. Intangible Assets are amortized on
straight line basis as follows:
Computer Software - 2 to 5 years.
Technical Knowhow - 3 to 5 years
The estimated useful life of the intangible assets and the amortization period are reviewed at the end of each
financial year and the amortization period is revised to reflect the changed pattern, if any.

2.8 Impairment of Assets

Impairment loss, if any, is provided to the extent, the carrying amount of assets or cash generating
units exceed their recoverable amount. Recoverable amount is higher of an asset’s net selling price and

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

its value in use. Value in use is the present value of estimated future cash flows expected to arise from
the continuing use of an asset or cash generating unit and from its disposal at the end of its useful life.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit)
is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset (or cash-generating unit) in prior years. Any reversal of an impairment loss is recognized immediately in the
Consolidated Statement of profit and loss.

2.9 Inventories
Inventories are stated at lower of cost and net realizable value. The cost is calculated on weighted average
method. Cost comprises expenditure incurred in the normal course of business in bringing such inventories
to its present location and condition and includes, where applicable, appropriate overheads based on normal
level of activity. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold at
or above cost. Net realizable value is the estimated selling price less estimated costs for completion and sale.
Obsolete, slow moving and defective inventories are identified periodically and, where necessary, a provision is
made for such inventories.

2.10 Foreign Currency Transactions

The functional and presentation currency of the Group is Indian Rupee. At the end of each reporting period, monetary
items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items
carried at Fair Value that are denominated in foreign currencies are retranslated at the rates prevailing at the date
when the Fair Value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences on monetary items are recognized in consolidated statement of profit and loss in the period
in which they arise except for exchange differences on transactions entered into in order to hedge certain foreign
currency risks.

2.11 Derivatives
The Group enters into derivative financial instruments, primarily foreign exchange forward contracts, to manage its
exposure to foreign exchange risks.
Derivatives are initially recognized at Fair Value and are subsequently re-measured to their Fair Value at the end of
each reporting period. The resulting gains/losses are recognized in the Consolidated Statement of Profit and Loss.

2.12 Financial Instruments, Financial Assets, Financial Liabilities and Equity Instruments
Recognition: Financial assets include Investments, Trade Receivables, Advances, Security Deposits, Cash and Cash
Equivalents. Such assets are initially recognised at transaction price when the Group becomes party to contractual
obligations. The transaction price includes transaction costs unless the asset is being fair valued through the
Consolidated Statement of Profit and Loss.

Classification: Management determines the classification of an asset at initial recognition depending on the
purpose for which the assets were acquired. The subsequent measurement of financial assets depends on such
classification.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Financial Assets are Classified as those Measured at

(a) Amortized cost, where the financial assets are held solely for collection of cash flows arising from payments of
principal and/or interest.
(b) Fair Value Through Other Comprehensive Income (FVTOCI), where the financial assets are held not only for
collection of cash flows arising from payments of principal and interest but also from the sale of such assets.
Such assets are subsequently measured at Fair Value, with unrealized gains and losses arising from changes in
the Fair Value being recognized in other comprehensive income.
(c) Fair Value Through Profit or Loss (FVTPL), where the assets are managed in accordance with an approved
investment strategy that triggers purchase and sale decisions based on the Fair Value of such assets. Such
assets are subsequently measured at Fair Value, with unrealised gains and losses arising from changes in the
Fair Value being recognised in the Consolidated Statement of Profit and Loss in the period in which they arise.
Trade Receivables, Advances, Security Deposits, Cash and Cash Equivalents etc. are classified for measurement
at amortized cost while investments may fall under any of the aforesaid classes.

Impairment: The Group assesses at each reporting date whether a financial asset (or a group of financial assets)
such as investments, trade receivables, advances and security deposits held at amortized cost and financial assets
that are measured at Fair Value through other comprehensive income are tested for impairment based on evidence
or information that is available without undue cost or effort. Expected credit losses are assessed and loss allowances
recognised if the credit quality of the financial asset has deteriorated significantly since initial recognition.

Reclassification: When the business model is changed, the Group shall reclassify all affected financial assets
prospectively from the reclassification date as subsequently measured at amortized cost, Fair Value through other
comprehensive income, Fair Value through profit or loss without restating the previously recognized gains, losses
or interest and in terms of the reclassification principles laid down in the Ind AS relating to Financial Instruments.

De-recognition: Financial assets are derecognized when the right to receive cash flows from the assets has expired,
or has been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Concurrently, if the asset is one that is measured at:
(a) Amortized cost, the gain or loss is recognized in the Consolidated Statement of Profit and Loss;
(b) Fair Value through other comprehensive income, the cumulative Fair Value adjustments previously taken to reserves
are reclassified to the Consolidated Statement of Profit and Loss unless the asset represents an equity investment
in which case the cumulative Fair Value adjustments previously taken to reserves is reclassified within equity.

Income Recognition: Interest income is recognized in the Consolidated Statement of Profit and Loss using the
effective interest method.
Dividend income is recognized in the Consolidated Statement of Profit and Loss when the right to receive dividend
is established.

Financial Liabilities: Borrowings, trade payables and other financial liabilities are initially recognized at the value of
the respective contractual obligations. They are subsequently measured at amortized cost. Any discount or premium
on redemption/settlement is recognized in the Consolidated Statement of Profit and Loss as finance cost over the life of
the liability using the effective interest method and adjusted to the liability figure disclosed in the Cosolidated
Balance Sheet. Financial liabilities are derecognized when the liability is extinguished, that is, when the contractual
obligation is discharged, cancelled and on expiry.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a
long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes
payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed,
after the reporting period and before the approval of the financial statements for issue, not to demand payment as
a consequence of the breach.

Offsetting Financial Instruments: Financial assets and liabilities are offset and the net amount is included
in the Consolidated Balance Sheet where there is a legally enforceable right to offset the recognized amounts
and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The legally enforceable right must not be contingent in future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Company or counterparty.

Equity Instruments: Equity instruments are recognized at the value of the proceeds, net of direct costs of the
capital issue.

Derivatives: Derivatives are initially recognized at Fair Value and are subsequently remeasured to their Fair Value at
the end of each reporting period. The resulting gains/losses are recognized in the Consolidated Statement of Profit
and Loss immediately.

2.13 Revenue
Revenue from contract with customers is recognized when the Group satisfies performance obligation by transferring
promised goods and services to the customer. Performance obligations may be satisfied at a point of time or over a
period of time. Performance obligations satisfied over a period of time are recognised as per the terms of relevant
contractual agreements/arrangements. Performance obligations are said to be satisfied at a point of time when the
customer obtains controls of the asset.
Revenue is measured based on transaction price, stated net of discounts, returns and applicable taxes. Transaction price
is recognized based on the price specified in the contract, net of the estimated sales incentives/discounts. Accumulated
experience is used to estimate and provide for the discounts/right of return, using the expected value method.

2.14 Government Grant

Government grants are recognized when there is reasonable assurance that the grant will be received, and the
Group will comply with the conditions attached to the grant. Accordingly, government grants:
a) related to or used for assets are included in the Consolidated Balance Sheet as deferred income and recognized
as income over the useful life of the assets.
b) related to incurring specific expenditures are taken to the Consolidated Statement of Profit and Loss on the
same basis and in the same periods as the expenditures incurred.
c) by way of financial assistance on the basis of certain qualifying criteria are recognized as they become receivable.

2.15 Borrowing Costs

Borrowing cost comprises interest and other costs incurred in connection with borrowing the funds. All borrowing
costs are recognized in the Consolidated Statement of Profit and Loss using the effective interest method except to the
extent attributable to qualifying Property Plant Equipment (PPE) which are capitalized to the cost of the related assets.
A qualifying PPE is an asset, that necessarily takes a substantial period of time to get ready for its intended use or sale.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

2.16 Employee Benefits

The undiscounted amount of Short-term Employee Benefits ( i.e. benefits payable within one year ) are recognized
in the period in which the employee services are rendered.
Contributions towards provident funds are recognized as expense. Provident fund contributions in respect of
employees are made to Trusts - ’Tractors (India) Limited Provident Institution’ and ‘TIL Limited (Kamarhatty Works)
Provident Fund Institution’ being administered by the trustees of the said fund for the benefit of employees of the
Group and such Trusts invest funds following a pattern of investment prescribed by the Government. The interest
rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Central
Government under the Employees’ Provident Funds and Miscellaneous Provisions Act,1952 and shortfall, if any, on
account of interest, is made good by the Group.
Contributions under Employees’ Pension Scheme is made as per statutory requirements and charged as expenses
for the year.
The Group also contributes to the Central Government administered Employees’ State Insurance Scheme for its
eligible employees, which is a defined contribution plan.
Provisions for Gratuity for eligible employees (being a defined benefit plan) is made on the basis of year end
actuarial valuation using Projected Unit Credit Method.
In respect of certain eligible employees who have attained 45 years of age as on 1st April 2009, provision for
Superannuation under defined benefit plan is made on the basis of year end actuarial valuation using Projected
Unit Credit Method.
In respect of certain eligible employees who have not attained 45 years of age as on 1st April 2009 provision for
Superannuation is made :-
- under defined contribution scheme in respect of services rendered with effect from 1st April 2009.
- under defined benefit scheme in respect of services rendered up to 31st March 2009, based on frozen
pensionable salary as on 31st March 2009 using Projected Unit Credit Method.
Service costs and net interest expense or income is reflected in the Consolidated Statement of Profit and Loss. Gain
or Loss on account of remeasurement are recognized immediately through other comprehensive income in the
period in which they occur.
Accrued liability towards compensated absence, covering eligible employees, evaluated on the basis of year end
actuarial valuation using Projected Unit Credit Method, is recognised as a charge.

Ind AS 19 – Plan Amendment, Curtailment or Settlement

It requires an entity to use updated assumptions to determine current service costs and net interest for the remainder
of the period after a plan amendment, curtailment or settlement, and to recognize in the Consolidated Statement
of Profit and Loss as part of past service cost, or gain or loss on settlement, any reduction in a surplus, even if that
surplus was not previously recognized because of the impact of the asset ceiling.

2.17 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement
at the inception of the lease. A contract is, or contains, a lease if the contract conveys the right to control the use

168
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Group assesses whether
(i) the contract involves the use of an identified asset;
(ii) the Group have substantially all of the economic benefits from the use of the asset through the period of the lease; and
(iii) the Group have the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognize a Right-Of-Use Asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short term leases) and low value leases. For these short term and low value leases, the
group recognizes the lease payments as an operating expense on a straight line over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term.
ROU assets and liabilities include these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognized at cost, which comprise the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct cost less any lease
incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight line basis over the shorter of the lease term
and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. higher of the Fair Value less cost to sale and the value in use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.
In such cases, the recoverable amount is determined using Cash Generating Unit (CGU) to which the asset belongs.
As per Ind AS- 116, lease liability is initially measured at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change
in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been
classified as financing cash flows.

2.18 Taxes on Income

Taxes on income comprise of current taxes and deferred taxes. Current tax in the Consolidated Statement of Profit
and Loss is provided as the amount of tax payable in respect of taxable income for the period using tax rates and tax
laws enacted during the period, together with any adjustment to tax payable in respect of previous years.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities and the
amounts used for taxation purposes (tax base), at the tax rates and tax laws enacted or substantively enacted by the
end of the reporting period. Deferred tax assets are recognised for the future tax consequences to the extent it is
probable that future taxable profits will be available against which such unused tax losses can be utilized.
Income tax, in so far as it relates to items disclosed under other comprehensive income or equity, are disclosed
separately under other comprehensive income or equity, as applicable.

169
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on net basis,
or to realize the asset and settle the liability simultaneously.
Tax Credit is recognized in respect of Minimum Alternate Tax (MAT) as per the provisions of Section 115JAA /115JB
of the Income Tax Act, 1961 based on convincing evidence that the Group will recover the same against normal
income tax within the statutory time frame which is reviewed at each Balance Sheet Date.

2.19 Provisions and contingent liabilities

Provisions are recognized when, as a result of a past event, the Group has a legal or constructive obligation; it is
probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably
estimated. The amount so recognized is a best estimate of the consideration required to settle the obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation.
In an event when the time value of money is material, the provision is carried at the present value of the cash flows
estimated to settle the obligation.
A disclosure of a contingent liability is made when there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation
and the likelihood of outflow of resources, is remote, no provision or disclosure of contingent liability is made.

2.20 Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (CODM). The CODM of the Parent Company is responsible for allocating resources and
assessing performance of the operating segments. Based on such, the Group operates in one operating segment,
viz. Materials Handling Solutions (MHS).

2.21 Earnings per Share

Basic earnings per share are calculated by dividing the profit and loss for the year attributable to shareholders by the
weighted average number of shares outstanding during the year. For the purpose of calculating diluted earnings
per share, the profit and loss for the year attributable to Shareholders and weighted average number of shares
outstanding during the year is adjusted for the effects of all dilutive potential shares.

2.22 Cash and Cash Equivalents

Cash and cash equivalent in the Consolidated Balance Sheet comprise cash at banks and on hand and short term
deposits with an original maturity of three months or less, which are subject to an insignificant risk of change in value.
For the purpose of the statement of cash flows, cash and cash equivalents include cash on hand, term deposits
and other short-term highly liquid investments, net of bank overdrafts as they are considered an integral part of
the Company’s cash management. Bank overdrafts are shown within short term borrowings in the Balance Sheet.

2.23 The Group has Adopted a Norm to Round-off any Amount below ` 0.5 Lakh

3 Use of Estimates and Judgements

The preparation of Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

and disclosure of contingent liabilities at the date of the Financial Statements and the results of operations during
the reporting period end. Although these estimates are based upon management’s best knowledge of current
events and actions, actual results could differ from these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate
is revised if the revision affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.

Judgements in Applying Accounting Policies

The preparation of the Company’s Consolidated Financial Statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.

Key sources of Estimation of Uncertainity

The following are the key assumptions concerning the future, and other key sources of estimation of uncertainity
at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.

3.1 Useful Lives of Property, Plant and Equipment and Intangible Assets
As described in the significant accounting policies, the Group reviews the estimated useful lives of property, plant
and equipment and intangible assets at the end of each reporting period.

3.2 Fair Value Measurements and Valuation Processes

Some of the Group’s assets and liabilities are measured at Fair Value for financial reporting purposes. Fair Value
measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the Fair Value
measurements are observable and the significance of the inputs to the Fair Value measurement in its entirety, which
are described as follows
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability. The Group engages third party valuers, where
required, to perform the valuation.
Information about the valuation techniques and inputs used in determining the Fair Value of various assets and
liabilities are disclosed in the notes to the Consolidated Financial Statements.

3.3 Actuarial Valuation

The determination of Group’s liability towards defined benefit obligation to employees is made through independent
actuarial valuation including determination of amounts to be recognized in the consolidated Statement of Profit
and Loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking
into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the
employment market. Information about such valuation is provided in notes to the Financial Statements.

171
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

3.4 Claims, Provisions and Contingent Liabilities

The Group has ongoing litigations with various regulatory authorities. Where an outflow of funds is believed to be
probable and a reliable estimate of the outcome of the dispute can be made based on management’s assessment
of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of
the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation
uncertainty. Information about such litigations are provided in notes 37.1 to 37.3 to the Consolidated Financial
Statements.

3.5 Inventory Obsolescence

The Group reviews the condition of its inventories and makes provision against obsolete and slow-moving inventory
items which are identified as no longer suitable for sale or use. Group estimates the net realizable value for such
inventories based primarily on the latest invoice prices and current market conditions. The Group carries out an
inventory review at each balance sheet date and makes provision against obsolete and slow-moving items. The
Group reassesses the estimation on each Balance Sheet date.

3.6 Impairment of Financial Assets

The Group assesses impairment based on Expected Credit Losses (ECL) model on trade receivables. The Group
uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision
matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted
for forward looking estimates. At every reporting date, the historically observed default rates are updated and
changes in the forward-looking estimates are analysed.

3.7 Interest on Borrowings

As the lenders have classified the loan facilities as NPA and have stopped charging interest in some cases, the
Management is recognizing interest as per the latest interest rate available with them on prudence.

3.8 Lease Liability

The period of lease in case of expired lease contract pending renewal, the best available data based on negotiations
with the lessor and period of prior agreement is considered.

4 PROPERTY, PLANT AND EQUIPMENT

Particulars As at 31.03.2023 As at 31.03.2022
Net Carrying Amounts of
Freehold Land 1,756 1,756
Buildings 5,268 5,664
Plant and Equipment 2,308 2,655
Furniture and Fixtures 186 348
Office Equipment 6 11
Vehicles 65 112
Total 9,589 10,546

172
 Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

4 PROPERTY, PLANT AND EQUIPMENT (Contd.)

As at Assets Held As at Assets Held As at
Particulars Additions Disposals Additions Disposals
01.04.2021 for Sale 31.03.2022 for Sale 31.03.2023
Gross Carrying
Amount-Cost
Freehold Land 1,694 62 - - 1,756 - - - 1,756
Buildings 6,989 58 - 7,047 - - 317 6,730
-
Plant and Equipment 4,928 5 2 - 4,931 - 2 - 4,929
Furniture and Fixtures 1,426 - - - 1,426 - - - 1,426
Office Equipment 27 * - - 27 - - - 27
Vehicles 163 - - - 163 - 26 - 137
Total 15,227 125 2 - 15,350 - 28 317 15,005

Eliminated
As at Depreciation Eliminated Assets Held As at Depreciation Assets As at
Particulars on disposals on disposals
01.04.2021 expense of assets for Sale 31.03.2022 expense Held for Sale 31.03.2023
of assets
OVERVIEW

Depreciation
Freehold Land - - - - - - - - -
Buildings 1,116 267 - - 1,383 254 - 175 1,462
Plant and Equipment 1,870 407 1 - 2,276 347 2 - 2,621
Furniture and Fixtures 906 172 - 1,078 162 - - 1,240
-
Office Equipment 11 5 - - 16 5 - - 21
STATUTORY REPORTS

Vehicles 15 36 - - 51 35 14 - 72
Total 3,918 887 1 - 4,804 803 16 175 5,416
FINANCIALS

173
174
Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

4.1 RIGHT-OF-USE ASSETS

Particulars As at 31.03.2023 As at 31.03.2022
Net Carrying amounts of
Right-Of-Use Assets 1,011 1,268
Total 1,011 1,268

Addition Addition
As at Assets Held As at Assets Held As at
Particulars and Disposals and Disposals
01.04.2021 for Sale 31.03.2022 for Sale 31.03.2023
Modification Modification
Gross Carrying
Amount- Cost
Right-Of-Use Assets 602 951 224 1,329 87 72 296 1,048
-
Total 602 951 224 1,329 87 72 296 1,048
-
TIL LIMITED AND ITS SUBSIDIARIES

As at Amortization Amortization Assets Held As at Amortization Amortization Assets Held As at

Particulars
01.04.2021 expense on disposals for Sale 31.03.2022 expense on disposals for Sale 31.03.2023

Amortization
Right-Of-Use Assets 65 47 51 61 46 51 19 37
-
Total 65 47 51 61 46 51 19 37
-
* Amount is below the rounding off norm adopted by the Group.
4.2 For details of Property, Plant and Equipment given as security against borrowing - Refer Note 17.2.
4.3 Assets including Right-Of-Use assets located in Shahibabad and Chennai are exclusively securitized with Tata Capital Financial Services Ltd. and Aditya Birla Finance Ltd. respectively. Due to acute Liquidity
ANNUAL REPORT 2022-23

crisis, the loan facilities granted to the Company by these two NBFCs were declared NPA. Accordingly, under the provisions of the SARFAESI Act, 2002. the two NBFCs have taken physical possession of
the two properties. Accordingly, these two properties amounting to Rs. 419 Lakhs (Previous year Nil) have been categorized as Assets Held for Sale. Further, since the Fair Value of the two Properties are
higher than its carrying value as on 31st March 2023, in the opinion of the management, no impairment provision is considered necessary.
4.4 The Parent Company had engaged an external valuer for conducting the Fair Valuation of its Property, Plant & Equipment in the previous year. Since the Fair Value of the Property, Plant & Equipment is
higher than its carrying value as on 31st March 2023, based on said evaluation, in the opinion of the management, no impairment provision is considered necessary.
4.5 The Group doesn’t hold any Benami Property and there is no proceedings initiated or pending against the Group for holding any Benami Property under the Benami Transaction (Prohibition) Act, 1988
and rules made there under.
4.6 The Group has not revalued its Property, Plant & Equipment, Right-Of-Use Assets and Intangible Assets during the current year and previous year.
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

5 Leases
The Group has adopted Ind AS 116 - Leases (w.e.f. 1st April 2019). The Impact of Ind AS 116 on the consolidated financial
statement for the year ended 31st March 2023 is as under.

5.1 Amount Recognized in Consolidated Balance Sheet and Consolidated Statement of Profit and Loss
Carrying amounts of the Right-Of-Use Assets and Lease Liabilities and movements during the year is given below

Right-Of-Use Assets
Particulars Lease Liabilities
Land & Buildings
As at 1st April 2021 537 263
Addition/Modification and Disposal of ROU assets (Net) 727 756
Amortization Expenses 47 -
Amortization on Disposal of ROU assets 51 -
Interest Expenses - 34
Payments/Adjustments made during the year - (67)
As at 31st March 2022 1,268 986

As at 1st April 2022 1,268 986

Addition/Modification and Disposal of ROU assets (Net) 15 63
Amortization Expenses 46 -
Amortization on Disposal of ROU assets 51 -
Interest Expenses - 102
Payments/Adjustments made during the year - (100)
Assets Held for Sale (Refer note 4.3) 277
As at 31st March 2023 1,011 1,051

5.2 Amounts recognized in the Consolidated Statement of Profit and Loss

For the Year Ended For the Year Ended
Particulars 31.03.2023 31.03.2022
Amount Amount
Amortization expense on Right-Of-Use assets 46 47
Interest expenses on lease liabilities 102 34
Rent expenses of short term lease and leases of low value 21 60
Total 169 141

175
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

5.3 Lease Liabilities

Carrying amounts of the Right-Of-Use assets and liabilities and movements during the year

Particulars As at 31.03.2023 As at 31.03.2022

Minimum lease payments
Within one year 95 111
After one year but not more than five years 488 446
More than five years 3,183 3,039
3,766 3,596
Less: Future finance charges 2,715 2,610
1,051 986

Included in the Financial Statements as

Current Lease Liabilities (Refer Note 20-B) 94 111
Non-current Lease Liabilities (Refer Note 20-A) 957 875
1,051 986
The Net Carrying amount of ROU assets (Refer Note 4.1)
1,011 1,268
1,011 1,268

6 CAPITAL WORK-IN-PROGRESS
Particulars As at 31.03.2023 As at 31.03.2022
a. Balance as at the beginning of the year 27 227
b. Add: Additions during the year - -
c. Total Capital Work-In-Progress: c=(a+b) 27 227
d. Less: Transferred to Property, Plant and Equipment and Intangible Assets - 117
e. Less: Written off during the year - 83
f. Balance as at the end of the year: f=(c-d-e) 27 27

6.1 Ageing of Capital Work-In-Progress as on 31.03.2023 is as below

Amount of CWIP for a period of
Capital Work-In-Progress (CWIP) 1-2 Total
Less than 1 year 2-3 years More than 3 years
years
i) Projects in progress - - - - -
ii) Projects temporarily suspended - - - 27 27
Total - - - 27 27

176
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Ageing of Capital Work-In-Progress as on 31.03.2022 is as below

Amount of CWIP for a period of
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
i) Projects in progress - - - - -
ii) Projects temporarily suspended - - - 27 27
Total - - - 27 27

Projects which have exceeded their original timeline/original budget is ` 27 Lakhs (Previous Year ` 27 Lakhs)

Expected Capital Work-In-Progress Completion Schedule for Overdue Cases as at 31.03.2023

To be completed in
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in Progress - - - - -
Projects temporarily suspended
i) Paint Booth at Kharagpur - 27 - - 27
Total - 27 - - 27

Expected Capital Work-In-Progress Completion Schedule for Overdue Cases as at 31.03.2022

To be completed in
Capital Work-In-Progress (CWIP) Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in Progress - - - - -
Projects temporarily suspended
(i) Paint Booth at Kharagpur - 27 - - 27
Total - 27 - - 27

7 INTANGIBLE ASSETS
As at As at
Particulars
31.03.2023 31.03.2022
Net Carrying Amounts of
Technical Know-how - -
Software - 46
Total - 46

177
178
Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

7 INTANGIBLE ASSETS (Contd.)

As at As at As at
Particulars Additions Disposals Additions Disposals
01.04.2021 31.03.2022 31.03.2023
Gross Carrying Amount- Cost
Technical Know-how 548 - - 548 - - 548
Software 325 - - 325 - - 325
Total 873 - - 873 - - 873

Eliminated Eliminated
As at Amortization As at Amortization As at
Particulars on disposals on disposals
01.04.2021 expense 31.03.2022 expense 31.03.2023
of assets of assets
Amortization
Technical Know-how 548 - - 548 - - 548
TIL LIMITED AND ITS SUBSIDIARIES

Software 218 61 - 279 46 - 325

Total 766 61 - 827 46 - 873
ANNUAL REPORT 2022-23
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

8-A NON-CURRENT INVESTMENTS

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Value Numbers Value
I. Investments carried at Fair Value through Profit and Loss
Unquoted Investments
Investment in Equity Instrument
Myanmar Tractors Limited 602 13 602 13
Shares of Kyats 1000 each fully paid
(equivalent to US$ 168.55 each)
Less: Provision for impairment of investment (13) (13)
Investments carried at Fair Value through Profit and Loss - -
Aggregate book value of investments
Quoted - -
Unquoted - -
Total - -
Aggregate market value of quoted investments - -
Aggregate amount of impairment in value of investments 13 13

8-B CURRENT INVESTMENTS

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Value Numbers Value
I. Investment Carried at Fair Value Through Profit and Loss
Quoted Investments
Investment in Equity Instrument
Eveready Industries India Limited
1,266 4 1,266 4
Shares of ` 5/- each fully paid
McLeod Russell India Limited
1,266 * 1,266 *
Shares of ` 5/- each fully paid
Bank of India
7,900 6 7,900 4
Shares of ` 10/- each fully paid
II. Investment in Mutual Funds 57 90
Total 67 98
Aggregate book value of quoted investments 67 98
Aggregate market value of quoted investments 67 98
*Amount is below the rounding off norm adopted by the Group.

9 OTHER FINANCIAL ASSETS

Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Unsecured, Considered Good
Security Deposits 37 53
Deposit with Banks - 11
Earmarked Balances with Banks # 111 518
Total 148 582
# Earmarked balances with banks represent balances held for margin money against issue of bank guarantees.

179
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

9 OTHER FINANCIAL ASSETS (Contd.)

Particulars As at 31.03.2023 As at 31.03.2022
B. CURRENT
Unsecured, Considered Good
Security Deposits * 127 118
Claims Receivable 129 130
Others** 18 18
Total 274 266
* Security Deposits (net of provision of ` 101 Lakhs [Previous year ` 101 Lakhs]) {Refer note 9.1(A)}
** Others (net of provision of ` 162 Lakhs [Previous year ` Nil) {Refer note 9.1(B)}

9.1 The Details of Movement of Provisions are as follows

Particulars As at 31.03.2023 As at 31.03.2022

A. Provision for Security Deposit
Balance at the beginning of the year 101 101
Additions during the year - -
Released to the Consolidated Statement of Profit and Loss - -
Balance at the end of the year 101 101

Particulars As at 31.03.2023 As at 31.03.2022

B. Provision on Claims from Customers towards
Bank Guarantee Invocation
Balance at the beginning of the year - -
Additions during the year 162 -
Released to the Consolidated Statement of Profit and Loss - -
Balance at the end of the year 162 -

10-A INCOME TAX ASSETS (NET)

NON-CURRENT
Particulars
As at 31.03.2023 As at 31.03.2022
Advance Income Tax {Net of Provision for Taxation ` 604 Lakhs
704 499
(Previous year ` 604 Lakhs )}
Total 704 499

Income Tax (Benefits)/Expenses

The Group is subject to income tax in India on the basis of Standalone Financial Statements. As per the Income Tax Act, the
Group is liable to pay income tax which is the higher of regular income tax payable and the amount payable based on the
provisions applicable for Minimum Alternate Tax (MAT).
MAT paid in excess of regular income tax during a year can be carried forward for a period of 15 years and can be set-off
against future tax liabilities.

180
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

The Reconciliation of Estimated Income Tax to Income Tax Expense is as below

Year ended Year ended

Particulars
31.03.2023 31.03.2022
Profit/(Loss) Before Tax (9,472) (41,816)
Statutory Income Tax Rate 34.94% 34.94%
Income Tax Expenses calculated at Statutory Rate (3,310) (14,611)
(i) Effect of Expenses that are not deductible in determining taxable profit
689 96
on which DTA is not recognized
(ii) Effect of Tax Items in subsidiary company 103 512
(iii) Effect of permanent difference under Income Tax Act/Tax impact of
1,924 15,256
losses on which DTA is not recognized
(iv) Others 224 48
Total Tax Expense Recognized in the Consolidated Statement
(370) 1,301
Profit and Loss

10-B COMPONENTS OF DEFERRED TAX ASSETS/(LIABILITIES)

AS AT 31ST MARCH 2023 IS AS BELOW
Recognized/ Recognized
Balance as at (Reversed) in in Other Balance as at
Particulars
01.04.2022 Statement of Comprehensive 31.03.2023
Profit and Loss Income
Deferred Tax Assets
Provisions 1,016 241 - 1,259
Disallowances u/s 43B of IT Act 579 34 39 652
Prepaid Lease Rent 6 14 - 20
MTM Valuation of Investment - (1) - (1)
1,601 288 39 1,930
Deferred Tax Liabilities
Property, Plant and Equipment and
1,170 (82) - 1,088
Intangible Assets
1,170 (82) - 1,088
Net Deferred Tax Assets/(Liabilities) [A] 431 370 39 842
MAT Credit Entitlement
MAT Credit Receivable 3,026 - - 3,026
Total MAT Credit Receivable [B] * 3,026 - - 3,026
Net Deferred Tax Assets/(Liabilities)
3,457 370 39 3,868
[C]=[A]+[B]

181
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Components of Deferred Tax Assets/(Liabilities) as at 31st March 2022 is as below

Recognized/ Recognized
Balance as at (Reversed) in in Other Balance as at
Particulars
01.04.2021 Statement of Comprehensive 31.03.2022
Profit and Loss Income
Deferred Tax Assets
Provisions 2,554 (1,538) - 1,016
Disallowances u/s 43B of IT Act 198 353 28 579
Prepaid Lease Rent 5 1 - 6
2,757 (1,184) 28 1,601
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 1,223 (53) - 1,170
MTM valuation of Investment 2 (2) - -
1,225 (55) - 1,170
Net Deferred Tax Assets/(Liabilities) [A] 1,532 (1,129) 28 431
MAT Credit Entitlement
MAT Credit Receivable 3,026 - - 3,026
Total MAT Credit Receivable [B]* 3,026 - - 3,026
Net Deferred Tax Assets/(Liabilities) [C]=[A]+[B] 4,558 (1,129) 28 3,457
* Unused tax credits are due to expire from financial year 2027-28 to 2035-36
10.1 The Group has carried forward Minimum Alternate Tax Credit of ` 3,026 Lakhs as on 31st March 2023 (a component
of deferred tax asset in the Financial Statements) which was accounted for in the earlier years. In the opinion of the
management sufficient future taxable profit will be available against which these unused tax credits can be utilized within
the stipulated period under the provisions of Income Tax Act 1961.
10.2 The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year ended 31st March 2023 and 31st March 2022 in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
10.3 At the end of the reporting period, the aggregate amount of temporary differences associated with undistributed earnings
of the subsidiary which has not been recognized as on 31st March 2023 is ` Nil (31.03.2022: ` 82 Lakhs ). Deferred tax
on these differences has not been recognized because the parent is in a position to control the timing of the reversal of
the temporary differences.
10.4 The Group has not recognized deferred tax assets on unused tax losses.

11 OTHER ASSETS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Balance with Statutory/Government Authorities 18 5
(other than income taxes) - [Refer Note 11.1]
Employee Advance 11 16
Total 29 21

182
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

11 OTHER ASSETS (Contd.)

Particulars As at 31.03.2023 As at 31.03.2022
B. CURRENT
Advance to Suppliers 2,882 2,848
Less : Provision (Refer Note 11.2) 1,832 1,832
1,050 1,016
Balance with Statutory/Government Authorities (other than income taxes) 391 317
Employee Advance 101 67
Prepaid Expenses 117 266
Total 1,659 1,666

11.1 Balance with Statutory/Government Authorities relates to amounts paid under protest in respect of demands from
regulatory authorities.

11.2 The Details in Movement of Other Provisions are as follows

Particulars As at 31.03.2023 As at 31.03.2022
Provision for Advance to Suppliers
Balance at the beginning of the year 1,832 -
Additions during the year - 1,832
Released to the Consolidated Statement of Profit and Loss - -
Balance at the end of the year 1,832 1,832

12 INVENTORIES
(Measured at lower of cost and net realisable value) As at 31.03.2023 As at 31.03.2022
a. Raw Materials 10,180 10,878
10,180 10,878
b. Work-in-Progress 1,893 3,437
1,893 3,437
c. Finished Goods - -
- -
d. Stock-in-Trade 1,880 1,940
1,880 1,940
e. Stores and Spares 115 175
115 175
Total 14,068 16,430

12.1 The above includes Goods-in-Transit as under (Refer Note 12.5)

Particulars As at 31.03.2023 As at 31.03.2022
Raw Material 3,137 3,682
Stock-in-Trade 82 78
Total 3,219 3,760

183
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

12.2 Value of inventories of Raw Materials above is stated after provisions of ` 383 Lakhs (Previous year ` 602 Lakhs ) on
slow moving stock. Further, ` 56 Lakhs (Previous year ` 11,348 Lakhs; shown as Exceptional Items under note 32) have
been written off during the year based on physical verification conducted by the management.

12.3 Value of inventories of Work-In-Progress above is stated after provisions of ` 51 Lakhs (Previous year ` 101 Lakhs ) for
write down to net realizable value. Further, ` Nil (Previous year ` 1,525 Lakhs; shown as Exceptional Item under note
32) have been written off during the year. Further, Stock-in-trade amounting to ` 52 Lakhs (Previous year; ` 1,535
Lakhs; shown as Exceptional Item under note 32) have been written off during the year based on physical verification
conducted by the management.

12.4 For details of Inventories given as security against borrowing (Refer Note 17.2)

12.5 Raw Materials/Stores and Spares includes materials valuing ` 3,248 Lakhs lying in Bonded Warehouse/at Port as on
31st March 2023 which also includes ` 3,234 Lakhs imported in the earlier years. These inventories could not be released
from the authorities due to non-payment of custom duty, other charges etc. The management does not expect any material
loss on account of any obsolescence in these said stocks due to passage of time and no provision is considered necessary.
Further ` 190 Lakhs (Previous year ` Nil) have been written off during the year on account of auction by Customs Authority.

13 TRADE RECEIVABLES
Particulars As at 31.03.2023 As at 31.03.2022
Unsecured, Considered Good 3,019 2,610
Unsecured, Considered Doubtful 1,607 1,047
Which have Significant Increase in Credit Risk - -
Credit Impaired - -
4,626 3,657
Less : Allowance for Credit Loss (1,607) (1,047)
Total 3,019 2,610

In determining the allowances for credit losses of trade receivables, the Group has used a practical expedient by computing
the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account
historical credit loss experience and is adjusted for forward looking information. The expected allowance for credit losses is
based on the ageing of the receivables that are due and rates used in the provision matrix.

13.1 Movements in Allowance for Credit Losses is as below

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1,047 7,166
Charge in Consolidated Statement of Profit and Loss 560 5,831
Utilized during the year - (11,950)
Balance at the end of the year 1,607 1,047

13.2 There are no debts due by the Directors or other officer of the Group or any of them severally or jointly with any other person
or debts due by the firm or private companies respectively in which any Director is a partner or a Director or a member.

184
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

13.3 There are no unbilled receivable as on 31st March 2023 and 31st March 2022.

13.4 (a) Ageing of Trade Receivables as at 31st March 2023

Outstanding for following periods from due date of payment
Particulars Less than 6 months 2-3 More than Total
Not due 1-2 years
6 months to 1 year years 3 years
Undisputed Trade Receivable
(i) Considered Good 366 952 844 488 369 - 3,019
(ii) Considered Doubtful 16 63 152 144 308 924 1,607
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Disputed Trade Receivable
(i) Considered Good - - - - - - -
(ii) Considered Doubtful - - - - - - -
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Total 382 1,015 996 632 677 924 4,626
Less: Credit Loss Allowances
1,607
on Trade Receivable
Total 3,019

13.4 (b) Ageing of Trade Receivables as at 31st March 2022

Outstanding for following periods from due date of payment
Particulars Less than 6 months 1-2 2-3 More than Total
Not due
6 months to 1 year years years 3 years
Undisputed Trade Receivable
(i) Considered Good 735 685 313 614 263 - 2,610
(ii) Considered Doubtful 16 43 45 145 280 518 1,047
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Disputed Trade Receivable
(i) Considered Good - - - - - - -
(ii) Considered Doubtful - - - - - - -
(iii) Which have Significant
- - - - - - -
Increase in Credit Risk
(iv) Credit Impaired - - - - - - -
Total 751 728 358 759 543 518 3,657
Less: Credit Loss Allowances
1,047
on Trade Receivable
Total 2,610

185
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

14-A CASH AND CASH EQUIVALENTS

Particulars As at 31.03.2023 As at 31.03.2022
Cash in hand 1 3
Balances with Banks
In Current Accounts 131 94
Total Cash and Cash Equivalents 132 97

14-B OTHER BANK BALANCES

Particulars As at 31.03.2023 As at 31.03.2022
In Earmarked Dividend accounts 7 7
Balances held as Margin Money # - 226
In Fixed Deposit Accounts (Under Lien) 1 131
Total Other Bank Balances 8 364
# Balances held as margin money represent balances against issue of letter of credit

15 EQUITY SHARE CAPITAL

Particulars As at 31.03.2023 As at 31.03.2022
Authorized
20,000,000 (31.03.2022 : 20,000,000) Equity Shares of ` 10/- each 2,000 2,000
Issued
10,030,265 (31.03.2022 : 10,030,265) Equity Shares of ` 10/- each 1,003 1,003
Subscribed and Paid up
10,030,265 (31.03.2022 : 10,030,265) Equity Shares of ` 10/- each (fully paid up) 1,003 1,003
Total 1,003 1,003

15.1 Rights, Preferences and Restrictions attached to Equity Shares

The Group has one class of Equity Shares having a par value of ` 10/- per share. Each Shareholder is eligible for one vote
per share held. Shareholders are entitled to Dividend as and when proposed by the Board of Directors which is subject
to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity
Shareholders are eligible to receive the remaining assets of the Group after distribution of all preferential amounts, in
proportion to their shareholding.

186
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

15.2 Movement in Subscribed and Paid up Share Capital

As at 31.03.2023 As at 31.03.2022
Particulars
Numbers Amount Numbers Amount
Balance as at the beginning of the year 10,030,265 1,003 10,030,265 1,003
Balance as at the end of the year 10,030,265 1,003 10,030,265 1,003

15.3 Details of Shares held by Each Shareholder holding more than 5% of the Aggregate Shares
As at 31.03.2023 As at 31.03.2022
Name of Shareholders Number of Number of
% of Holding % of Holding
Shares held Shares held
Fully paid equity shares
The Coles Crane Group Ltd 1,930,828 19.25% 1,930,828 19.25%
LICI ACM NON PAR (Formerly named as
726,438 7.24% 1,013,512 10.10%
'Life Insurance Corporation of India')
Mr. Sumit Mazumder 767,447 7.65% 767,447 7.65%

15.4 Details of Shares held by Promotors/Promoter’s Group

As at 31.03.2023 As at 31.03.2022
Name of the Promoters Number of Number of
% of Holding % of Holding
Shares held Shares held
Mr. Sumit Mazumder 767,447 7.65% 767,447 7.65%
Ms. Manju Mazumder 9,200 0.09% 9,200 0.09%
Ansuya Agencies Pvt. Ltd. 105,500 1.05% 105,500 1.05%
Supriya Leasing Limited 358,707 3.58% 358,707 3.58%
Mahan Eximp Private Limited 435,955 4.35% 435,955 4.35%
Marbellous Trading Pvt. Ltd. 457,230 4.56% 457,230 4.56%
Arihant Merchants Private Limited 318,749 3.18% 318,749 3.18%
Sunrise Proteins Limited 265,186 2.64% 265,186 2.64%
Nachiketa Investments Co. Pvt. Ltd. 197,273 1.97% 197,273 1.97%
Salgurn Merchants Pvt. Ltd. 217,223 2.17% 217,223 2.17%
BP Commodities Pvt. Ltd. 282,500 2.82% 282,500 2.82%
Gokul Leasing and Finance Pvt. Ltd. 249,000 2.48% 249,000 2.48%
Subhmangal Tracom Pvt. Ltd. 52,000 0.52% 52,000 0.52%
The Coles Cranes Groups Ltd. 1,930,828 19.25% 1,930,828 19.25%

187
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

16 OTHER EQUITY
Particulars As at 31.03.2023 As at 31.03.2022
Securities Premium 1,934 1,934
Capital Reserve 878 878
Capital Redemption Reserve 400 400
Development Rebate Reserve 1 1
Amalgamation Reserve 20 20
General Reserve 3,013 3,013
Foreign Currency Translation Reserve 2,890 2,853
Retained Earnings (39,375) (30,200)
Total (30,239) (21,101)

16.1 Securities Premium

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1,934 1,934
Balance at the end of the year 1,934 1,934

16.2 Capital Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 878 878
Balance at the end of the year 878 878

16.3 Capital Redemption Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 400 400
Balance at the end of the year 400 400

16.4 Development Rebate Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 1 1
Balance at the end of the year 1 1

16.5 Amalgamation Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 20 20
Balance at the end of the year 20 20

188
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

16.6 General Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 3,013 3,013
Balance at the end of the year 3,013 3,013

16.7 Foreign Currency Translation Reserve

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year 2,853 2,773
Movement for the year 37 80
Balance at the end of the year 2,890 2,853

16.8 Retained Earnings

Particulars As at 31.03.2023 As at 31.03.2022
Balance at the beginning of the year (30,200) 12,968
Movement for the year (9,175) (43,168)
Balance at the end of the year (39,375) (30,200)

17 BORROWINGS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Measured at Amortized Cost
Secured Borrowings
Term Loans
From Banks 1,804 1,890
Less:- Current Maturities of Long - Term Debt/Reclassification 1,464 597
(Refer Note 17.1)
340 1,293

From Financial Institutions 2,606 2,593

Less:- Reclassification (Refer Note 17.1) 2,606 889
- 1,704
Unsecured Borrowings
Loans from Related Parties (Refer Note 41.2) 14,819 14,763
Total 15,159 17,760

189
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17 BORROWINGS (Contd.)
Particulars As at 31.03.2023 As at 31.03.2022
B. CURRENT
Secured
Measured at Amortized Cost
Current Maturities of Long - Term Debt/Facilities Recalled (Refer Note 17.1) 4,070 1,487
Loan Repayable on Demand from Banks 16,275 16,108
Unsecured
Other Working Capital Facilities from Banks 2,551 2,563
Loans from Related Parties (Refer Note 41.2) 1,066 1,066
Others 897 865
Total 24,859 22,089

17.1 As referred in Note 34, lenders have declared the loan facilities granted to the Parent Company as NPA. Further,
all lenders, except 2 banks, have recalled loan facilities granted to the Parent Company and accordingly, the
amount outstanding on the recall dates have become immediately due and hence, have been classified as
current borrowings amounting to ` 3,814 Lakhs (Previous year ` Nil)
Current maturities of long term debt includes ` 256 Lakhs (Previous year ` 1,487 Lakhs) where recall notices
have not been issued by the banks.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings
Instrument Nature of Security Terms of Repayments
1. Term Loan from This scheme is launched by the Govt. GECL loan from SBI of ` 6.89 crores @ 7.95% interest
Banks Of India through Ministry of Finance and p.a. is repayable by way of 48 equal monthly installments
managed by and Guaranteed by National after moratorium period of 1 year from the date of receipt.
a) Guaranteed
Credit Guarantee Trustee Company However, during the F.Y. 22-23, the loan facility has
Emergency
Limited and extension of 2nd charge been recalled and hence become immediately due. The
Credit Line
over the primary & collateral securities outstanding amount as on 31st March 2023 is ` 660 Lakhs
under GECL
including mortgages created in favour of (Previous year ` 689 Lakhs).
2.0 scheme
the consortium banks on pari-passu basis. GECL loan from PNB of ` 5 crores @ 8.35% interest p.a.
is repayable by way of 48 equal monthly installments after
moratorium period of 1 year from the date of receipt. The
outstanding amount as on 31st March 2023 is ` 498 Lakhs
(Previous year ` 498 Lakhs).
GECL loan from PNB of ` 98 Lakhs @ 7.25% interest p.a.
is repayable by way of 48 equal monthly installments after
moratorium period of 2 year from the date of receipt. The
outstanding amount as on 31st March 2023 is ` 98 Lakhs
(Previous year ` 98 Lakhs).

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)
Instrument Nature of Security Terms of Repayments
1. Term Loan from This scheme is launched by the Govt. GECL loan from Union Bank of India of ` 210 Lakhs @ 8.2%
Banks Of India through Ministry of Finance and interest p.a. is repayable is by way of 48 equal monthly
managed by and Guaranteed by National installments after moratorium period of 1 year from the
a) Guaranteed
Credit Guarantee Trustee Company date of receipt. However, during the F.Y. 22-23, the loan
Emergency
Limited and extension of 2nd charge facility has been recalled and hence become immediately
Credit Line
over the primary & collateral securities due. The outstanding amount as on 31st March 2023 is
under GECL
including mortgages created in favour of ` 203 Lakhs (Previous year ` 210 Lakhs).
2.0 scheme
the consortium banks on pari-passu basis. GECL loan from IDBI Bank of ` 199 Lakhs @ 8.8% interest
p.a. is repayable by way of 48 equal monthly installments
after moratorium period of 1 year from the date of receipt.
However, during the F.Y. 22-23, the loan facility has
been recalled and hence become immediately due. The
outstanding amount as on 31st March 2023 is ` 170 Lakhs
(Previous year ` 191 Lakhs).

b) Financial Secured by extension of charge on CESS loan from BOI of ` 410 Lakhs @ 7.95% interest
Assistance under primary and collateral securities which p.a. is repayable by way of 18 equal monthly installments
CESS-2020 were given for working capital facilities to after moratorium period of six months from the date of
Scheme Consortium Bankers as detailed below : receipt. However, during the F.Y. 22-23, the loan facility
secured by a first pari-passu charge on has been recalled and hence become immediately due. The
entire current assets of the Company outstanding amount as on 31st March 2023 is ` 175 Lakhs
(namely stocks, trade receivables) and all (Previous year ` 175 Lakhs).
other movables (both present and future) CESS loan from PNB of ` 250 Lakhs @ 8.25% interest p.a.
whether lying loose or in cases or which is repayable by way of 18 equal monthly installments after
are stored in the factories, premises moratorium period of six months from the date of receipt.
and godowns, situated at Kamarhatty, The outstanding amount as on 31st March 2023 is ` Nil
Kharagpur & Taratolla Unit of the Company. (Previous year ` 30 Lakhs).

2. Term Loan Secured by Hypothecation of leasehold Term Loan from Tata Capital Financial Services Limited is
from Financial land at Sahibabad and personal Guarantee repayable by way of 14 quarterly installments starting from
Institutions of one of the directors. (Refer Note 4.3) June 2020 along with interest @ 14.05% per annum. 1st
two installments of ` 104 Lakhs each next four installments
of ` 140 Lakhs each next four installments of ` 200 Lakhs
each next four installments of ` 208 Lakhs each. However,
during the F.Y. 22-23, the loan facility has been recalled and
hence become immediately due. The outstanding amount
as on 31st March 2023 is ` 1,023 Lakhs (Previous year
` 1,023 Lakhs).

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)
Instrument Nature of Security Terms of Repayments

2. Term Loan Secured by Hypothecation of office at 1. Term Loan from Aditya Birla Finance Limited is
from Financial Chennai located at Jhaver Plaza, 7th repayable by way of 60 equal monthly installment of
Institutions floor 1-A, Nungambakkam High Road ` 8.33 Lakhs starting from April 2020 along with interest
Chennai-600 034. (Refer Note 4.3) @ 13.80% per annum. However, during the F.Y. 22-23,
the loan facilities has been recalled and hence become
immediately due. The outstanding amount as on
31st March 2023 is ` 330 Lakhs (Previous year ` 330 Lakhs).

2. Term Loan from Aditya Birla Finance Limited received

during the year of ` 100 Lakhs is repayable by way of
46 equal monthly installments of ` 2.73 Lakhs (including
interest @ 11.75%) starting from 15th August, 2021.
However, during the F.Y. 22-23, the loan facility has
been recalled and hence become immediately due.
The outstanding amount as on 31st March 2023 is
` 90 Lakhs (Previous year ` 90 Lakhs).

3. Term Loan This scheme is launched by the Govt. GECL loan from Tata Capital Financial Services of ` 480
from Financial Of India through Ministry of Finance and Lakhs @ 13.30% interest p.a. is repayable by way of 48
Institutions managed by and Guaranteed by National equal monthly installments after moratorium period of
(GECL) - Credit Guarantee Trustee Company 1 year from the date of receipt. However, during the
Guaranteed Limited and extension of 2nd charge F.Y. 22-23, the loan facility has been recalled and hence
Emergency over the primary & collateral securities become immediately due. The outstanding amount as on
Credit Line including mortgages created in favour of 31st March 2023 is ` 470 Lakhs (Previous year ` 470 Lakhs).
under GECL the consortium banks on pari-passu basis.
GECL loan from Tata Capital Financial Services of ` 547
2.0 scheme
Lakhs @ 13.05% interest p.a.is repayable by way of
48 equal monthly installments after moratorium period
of 2 years from the date of receipt. However, during the
F.Y. 22-23, the loan facility has been recalled and hence
become immediately due. The outstanding amount as on
31st March 2023 is ` 547 Lakhs (Previous year ` 547 Lakhs).

GECL loan from Aditya Birla Finance Limited of ` 100

Lakhs @12.5% interest p.a. is repayable by way of 48
equal monthly installments after moratorium period of
1 year from the date of receipt. However, during the
F.Y. 22-23, the loan facility has been recalled and hence
become immediately due. The outstanding amount as on
31st March 2023 is ` 98 Lakhs (Previous year ` 98 Lakhs).

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.2 Nature of Security, Terms of Repayment and Interest for Secured Borrowings (Contd.)
Instrument Nature of Security Terms of Repayments
3. Term Loan This scheme is launched by the Govt. Of India through GECL loan from Aditya Birla Finance
from Financial Ministry of Finance and managed by and Guaranteed by Limited of ` 50 Lakhs is @ 12.5%
Institutions (GECL) National Credit Guarantee Trustee Company Limited and interest p.a. repayable by way of
- Guaranteed extension of 2nd charge over the primary & collateral 48 equal monthly installments after
Emergency Credit securities including mortgages created in favour of the moratorium period of 2 years from
Line under GECL consortium banks on pari-passu basis. the date of receipt. However, during
2.0 scheme the F.Y. 22-23, the loan facility has
been recalled and hence become
immediately due. The outstanding
amount as on 31st March 2023 is
` 47 Lakhs (Previous year ` 47 Lakhs).
4. Secured Loans These loans are secured by a first pari-passu charge on These consist of cash credit facilities
- repayable on entire current assets of the Company (namely stocks, trade which are repayable on demand.
demand from receivables) and all other movables (both present and future)
banks whether lying loose or in cases or which are stored in the
factories, premises and godowns, situated at Kamarhatty,
Kharagpur & Taratolla Unit of the Company.
First pari-passu charge on movable assets including
movable plant and machinery, machinery spares, tools
and accessories etc. both present and future situated at
Kharagpur & Taratolla. First pari-passu charge on movable
assets including moveable plant and machinery, machinery
spares, tools and accessories etc. both present and future
situated at Kamarhatty Unit of the Company.
Short term borrowings include cash credit facilities and
working capital demand loans availed from four banks
which are further secured by personal guarantee of one of
the Directors of the Company amounting to ` 9,038 Lakhs
(Previous year ` 8,654 Lakhs).

17.3 The Maturity Profile of Group’s Secured Borrowings are as below

Particulars As at 31.03.2023 As at 31.03.2022
Not later than one year (Including facilities recalled - Refer Note 17.2) 4,070 1,487
Later than one year but not two years 149 1,092
Later than two years but not three years 147 861
More than three years 44 1,044
Total 4,410 4,484

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.4 Details of Period and Amount of Default as on the Balance Sheet date in Repayment of Borrowings
and Interest as at 31st March 2023 is given in the table below

Name of the Bank/ Principal/ Amount Outstanding

Type of Account
Financial Institution Interest Due (` In Lakhs) since #
Principal 420.51 15-02-2022
Long Term Loan
Aditya Birla Finance Ltd. Interest 43.35 15-02-2022
Principal 145.71 15-02-2022
GECL Loan
Interest 17.55 15-02-2022
Principal 1,022.62 13-04-2022
Long Term Loan
Interest 97.89 13-04-2022
Tata Capital Financial Services Ltd.
Principal 1,017.00 10-05-2022
GECL Loan
Interest 96.93 10-05-2022
Principal 174.57 06-11-2021
Covid Loan
Interest 18.80 30-11-2021
Principal 2,460.00 20-03-2022
Bank of India WCDL
Interest 324.49 31-12-2021
Principal 726.34 20-03-2022
Cash Credit
Interest 80.06 20-03-2022
Principal 125.00 01-04-2022
GECL Loan
Interest 55.36 01-04-2022
Punjab National Bank *
Principal 106.30 31-12-2022
Cash Credit
Interest - -
Principal 2,551.12 16-10-2021
Short Term Loan
Interest 308.76 01-02-2022
HDFC Bank
Principal 2,364.40 31-10-2021
Cash Credit
Interest 306.76 31-10-2021
Principal 202.77 01-06-2022
GECL Loan
Interest 14.57 01-06-2022
Principal 153.43 17-06-2022
Short Term Loan
Interest 25.72 01-04-2022
Union Bank of India
Principal 563.18 17-06-2022
WCDL
Interest 63.92 01-04-2022
Principal 379.53 17-06-2022
Cash Credit
Interest 38.81 17-06-2022
Principal 660.30 10-06-2022
GECL Loan
Interest 44.51 01-07-2022
Principal 2,070.00 11-02-2023
State Bank of India WCDL
Interest 165.12 01-10-2023
Principal 17.81 11-02-2023
Cash Credit
Interest 12.49 11-02-2023

194
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

17.4 Details of Period and Amount of Default as on the Balance Sheet date in Repayment of Borrowings
and Interest as at 31st March 2023 is given in the table below (Contd.)
Name of the Bank/ Principal/ Amount Outstanding
Type of Account
Financial Institution Interest Due (` In Lakhs) since #
Principal 2,089.31 01-04-2022
Indian Bank Cash Credit
Interest 277.02 01-04-2022
Principal 169.98 01-09-2022
GECL Loan
Interest 10.25 01-09-2022
IDBI Bank
Principal 310.84 24-12-2022
Cash Credit
Interest 16.95 24-12-2022
Principal 1,510.10 08-08-2022
WCDL
Interest 222.25 01-08-2022
South Indian Bank
Principal 793.22 08-08-2022
Cash Credit
Interest - -
Cash Credit Interest 0.75 01-07-2022
Axis Bank *
WCDL Interest 23.65 01-07-2022
# In case of Cash Credit & WCDL Facilities, the date of default/outstanding since have been considered as earlier of the date on which Cash
Credit limit was overdrawn or recall date (including the grace period, if any).
In the case of other short-term facilities (excluding CC & WCDL facilities), the date of default has been considered as earlier of the first
instance of the default continuing as at the balance sheet date or recall date (including the grace period, if any).
In case of long term loan, the date of default has been considered as earlier of the first instance of the default continuing as at the balance
sheet date or recall date (including the grace period, if any).
* Loan facilities have been classified as NPA but recall letter has not been received by the Management.

Details of Period and Amount of Default as on the Balance Sheet date in Repayment of Borrowings and Interest as
at 31st March 2022 is given in the table below

Name of the Bank / Principal/ Amount Outstanding

Type of Account
Financial Institution Interest Due (` In Lakhs) since #
Principal 20.39 15-02-2022
Long Term Loan
Interest 7.24 15-02-2022
Aditya Birla Finance Ltd.
Principal 4.17 15-02-2022
GECL Loan
Interest 2.96 15-02-2022
Principal 119.46 06-11-2021
Bank of India Covid Loan
Interest 5.80 30-11-2021
Principal 18.91 22-02-2022
Punjab National Bank Covid Loan
Interest - -
Principal 2,508.07 16-10-2021
HDFC Bank Short Term Loan
Interest 79.27 01-02-2022
Principal - -
Union Bank Short Term Loan
Interest 0.59 28-02-2022
Further, Cash Credit facilities availed from HDFC Bank is overdrawn to the extent of ` 284 Lakhs as on 31st March 2022 w.e.f 31st October 2021.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

18 PROVISIONS
Particulars As at 31.03.2023 As at 31.03.2022
A. NON-CURRENT
Provision for Employee Benefits
Provision for Contribution to Provident Fund (PF) - -
Provision for Compensated Absences (Unfunded) 503 512
Total 503 512

Particulars As at 31.03.2023 As at 31.03.2022

B. CURRENT
(a) Provision for Employee Benefits
Provision for Contribution to Provident Fund (PF) 51 -
Provision for Compensated Absences (Unfunded) 9 22
60 22
(b) Other Provisions
Provision for Warranty 28 17
Total 88 39

18.1 The Details in Movement of Other Provisions are as follows

Particulars As at 31.03.2023 As at 31.03.2022
Provision for Warranty
Balance at the beginning of the year 17 155
Additions during the year 14 17
Released to the Consolidated Statement of Profit and Loss (3) (155)
Balance at the end of the year 28 17

19 TRADE PAYABLE
Particulars As at 31.03.2023 As at 31.03.2022
A) Total outstanding dues of micro enterprises and small enterprises
395 382
Acceptances
B) Total outstanding dues of Creditors other than micro enterprises and
12,162 8,922
small enterprises
Total 12,557 9,304

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

19.1 Ageing of Trade Payable

Trade Payable ageing schedule as on 31st March 2023
Less than More than
Particulars Not Due 1 - 2 Years 2 - 3 Years TOTAL
1 Year 3 Years
(i) MSME - 163 216 16 - 395
(ii) Others 3,231 4,312 3,095 756 768 12,162
(iii) Disputed Dues - MSME - - - - - -
(iv) Disputed Dues - Others - - - - - -
Total 3,231 4,475 3,311 772 768 12,557

Trade Payable ageing schedule as on 31st March 2022

Less than More than
Particulars Not Due 1 - 2 Years 2 - 3 Years TOTAL
1 Year 3 Years
(i) MSME - 324 48 10 - 382
(ii) Others 1,865 5,478 807 772 - 8,922
(iii) Disputed Dues - MSME - - - - - -
(iv) Disputed Dues - Others - - - - - -
Total 1,865 5,802 855 782 - 9,304

19.2 The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises (MSME)
Development Act, 2006” has been determined to the extent such parties have been identified on the basis of information
available with the Group. The disclosures relating to Micro and Small Enterprises are as below

Particulars As at 31.03.2023 As at 31.03.2022

(i) Principal amount remaining unpaid to MSME suppliers as at the end of the year 395 382
(ii) Interest due on unpaid principal amount to MSME suppliers as at the end
58 27
of the year
(iii) The amount of interest paid along with the amounts of the payment
- -
made to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year 58 27
(v) The amount of interest accrued and remaining unpaid at the end of the
85 27
accounting year

20 LEASE LIABILITIES
Particulars As at 31.03.2023 As at 31.03.2022
A NON-CURRENT
Lease Liability 957 875
Total 957 875

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

20 LEASE LIABILITIES (Contd.)

Particulars As at 31.03.2023 As at 31.03.2022
B CURRENT
Lease Liability 94 111
Total 94 111

21 OTHER FINANCIAL LIABILITIES

Particulars As at 31.03.2023 As at 31.03.2022
CURRENT
Interest Accrued but not due (Refer Note 21.2) 13 17
Interest Accrued and due on Borrowings (Refer Note 21.2) 2,407 322
Unclaimed Dividend 7 7
Other Financial Liabilities 85 85
Total 2,512 431

21.1 There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of
Companies Act, 2013, as at the year end.

21.2 As referred to in Note No. 34, lenders have declared the loan facilities granted to the Parent Company as NPA. The loan
accounts have been downgraded on account of default/non-payment of principal/interest or continuous overdrawn
cash credit limits. Due to this, some banks/ financial institutions have provided outstanding amounts including unapplied
interest upto 31st March 2023 whereas some of the banks have provided outstanding amounts without unapplied
interest. However, the management has provided for interest upto 31st March 2023 based on management’s best
estimates in case where interest was not applied by banks/ Financial Institutions post NPA downgradation.

22 OTHER CURRENT LIABILITIES

Particulars As at 31.03.2023 As at 31.03.2022
Capital Vendor 16 44
Contribution to Funds (Gratuity, Superannuation, etc.) 2,101 1,674
Security Deposit from Customers 7 7
Statutory Remittances 1,769 1,639
Advance from Customers and Others 3,494 3,507
Others 142 83
Total 7,529 6,954

198
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

23 REVENUE FROM OPERATIONS

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Sale of Products
Manufactured Goods 3,304 2,678
Traded Goods 666 2,480
Sale of Services 412 1,358
4,382 6,516
Other Operating Income
Export Incentives * 1 8
Scrap Sales - 100
1 108
REVENUE FROM OPERATIONS 4,383 6,624
* Government Grants under duty drawback scheme

24 OTHER INCOME
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Interest income
- On Bank Deposits 39 106
Profit on Sale of Long Term Investment 1 72
Gain on Sale of Property, Plant and Equipment (Net) - 1
Gain on Sale of Assets Held for Sale (Net) - 283
Gain on Fair Valuation of investments carried through Profit and Loss (Net) 2 5
Provisions/Liabilities no longer required written back 536 610
Gain on Modification/Termination on Lease Assets 3 -
Other Miscellaneous Income 89 12
Total 670 1,089

25 COST OF MATERIALS CONSUMED

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Material Consumed 1,173 2,098
Total 1,173 2,098

26 PURCHASES OF STOCK-IN-TRADE
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Purchase of Traded Goods 309 2,004
Total 309 2,004

199
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

27 CHANGE IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND

WORK-IN-PROGRESS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Inventories at the end of the year
Work-in-Progress 1,893 3,437
Finished Goods - -
Traded Goods 1,880 1,940
3,773 5,377
Inventories at the beginning of the year
Work-in-Progress 3,437 4,580
Less : Written off (Refer Note No 32) - (1,525)
Finished Goods - -
Traded Goods 1,940 2,854
Less : Written off (Refer Note No 32) - (1,535)
5,377 4,374
Translation difference - 1
Net (Increase)/Decrease 1,604 (1,002)

28 EMPLOYEE BENEFIT EXPENSE

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Salaries and Wages 3,129 4,846
Contribution to Provident and other Funds 345 440
Staff Welfare Expenses 199 250
Total 3,673 5,536

28.1 Employee Benefits

The Group has recognized, in the Consolidated Statement of Profit and Loss for the year ended 31st March 2023 an
amount of ` 202 Lakhs (Previous year ` 319 Lakhs) as expenses under defined contribution plans.

Defined Benefit Plans

(A) Gratuity Fund
The Parent Company makes periodic contributions to the Tractors India Limited Staff Gratuity Fund, a funded defined
benefit plan for qualifying employees administrated under a common Trust by the trustees of the said fund for the
benefit of the employees of the Group.

Under the Gratuity plan, every employee is entitled to gratuity, being higher of the amount, calculated under the
Group’s plan (based on average salary of last 36 months and number of years of service, restricted to a maximum of

200
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

40 years) or calculations as laid down under the Payment of Gratuity Act, 1972. Gratuity is payable on death/retirement
/termination and the benefit vests after 5 years of continuous service.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation was carried
out as at 31st March 2023.

(B) Superannuation Fund

(i) Certain eligible employees of the Parent Company who had attained at least 45 years of age as on 1st April 2009
are entitled to Superannuation benefit under the Superannuation scheme (a funded Defined Benefit Plan under a
common Trust- ‘Tractors India Limited Superannuation Fund Scheme’, being administered by the trustees of the said
fund for the benefit of employees of the Group). Under the aforesaid benefit scheme the Group makes periodic
contribution to the Superannuation Fund Scheme and a predetermined percentage of salary is paid as pension on
retirement. The quantum of pension depends on the average basic salary of eligible employee during the last 36
months before retirement. The benefit vests to employees with 12 years of continuous service and attainment of 48
years of age on retirement/death/termination. The most recent actuarial valuation of plan assets and present value of
the Defined Benefit Obligation of Superannuation Fund was carried out as on 31st March 2023.
(ii) Employees who did not attain 45 years of age as on 1st April 2009 are under the purview of ‘Defined Contribution
Scheme’ in respect of service rendered from 1st April 2009. The benefit of services rendered by these employees up to
31st March 2009 come under the purview of ‘Defined Benefit Scheme’ as indicated which is frozen as on 31st March
2009. Hence for this category of employees, the benefit of cessation of service will be :
a) amount accumulated by annual contribution of 15% of Basic Salary and
b) amount frozen as on 31st March 2009

(C) Provident Fund

The Parent Company has two separate Trusts for the administration of the Provident Fund. The Parent Company has an
obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on annual basis.
These administered rates are determined annually predominantly considering the social rather than economic factors.
The details of fund and plan asset position as at 31st March 2023 is given below
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Present Value of Benefit Obligation at period end (` in Lakhs ) 3,787 4,335
Fair Value of Plan Assets (` In Lakhs) 3,772 4,433
Less: Excess of Plan Assets over Defined Benefit Obligation of Trusts (if any) {` In Lakhs} 36 98
Net Obligations towards Interest Shortfall (` In Lakhs) 51 -
Assumptions used in determining the Present Value Obligation on the
Interest Guarantee under the deterministic approach
Guaranteed Rate 8.15% 8.10%
Average yield rate based on data of Investment Portfolio 8.15% 7.85%
Decrement adjusted average future period of service 7.5 years 7 years
Average maturity period of Investment Portfolio 2 years 2 years
Discount Rate 7.20% 6.80%

201
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Risk Management
The Defined Benefit Plans expose the Group to risk of actuarial deficit arising out of investment risk, interest rate risk and salary
cost inflation risk.
(a) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by
reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
(b) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by
an increase in the return on the plan’s debt investments.
(c) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
(d) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan
participants will increase the plan’s liability.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation was carried out as at
31st March 2023.

28.2 Particulars in Respect of Post Retirement Defined Benefit Plans of the Group are as follows
Superannuation Fund Gratuity Fund
(Funded) (Funded)
Description
Year ended Year ended Year ended Year ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
1. Change in the Defined Benefit Obligation
Present Value of Obligation at the beginning of the year 434 436 831 724
Current Service Cost - - 42 39
Interest Cost 21 21 53 46
Actuarial (Gain)/Loss 35 51 51 48
Benefits Paid (205) (74) (90) (26)
Present Value of Obligation at the end of the year 285 434 887 831

2. Change in Plan Assets

Fair Value of Plan Assets at the beginning of the year 276 315 371 374
Expected Return on Plan Assets 11 15 22 23
Actuarial Gain/(Loss) 18 20 (44) -
Contributions by the Employer - - - -
Benefits Paid (205) (74) (90) (26)
Fair Value of Plan Assets at the end of the year 100 276 259 371

Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario.
In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.

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Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28.2 Particulars in Respect of Post Retirement Defined Benefit Plans of the Group are as follows (Contd.)
Superannuation Fund Gratuity Fund
(Funded) (Funded)
Description
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
3. Amount Recognized in Balance Sheet consists of
Fair Value of Plan Assets at the end of the year 100 276 259 371
Present Value of Obligation at the end of the year 285 434 887 831
(Assets)/Liabilities as per the Actuarial Valuation 185 158 628 460

4. Expenses Recognized in the Statement of Profit Year ended Year ended Year ended Year ended
and Loss consists of - 31.03.2023 31.03.2022 31.03.2023 31.03.2022
Employee Benefits Expenses
Current Service Cost - - 42 39
Net Interest Cost 10 6 31 23
Total [A] 10 6 73 62
Other Comprehensive Income
Return on Plan Assets (excluding amounts
(18) (20) 44 (14)
included in net interest cost)
Actuarial (Gain)/Loss from financial assumptions (9) (20) (14) -
Actuarial (Gain)/Loss from experience adjustments 44 71 65 62
Total [B] 17 31 95 48
Expense Recognized during the year [A+B] 27 37 168 110
The expense for the Defined Benefits (referred to in para 28.2 above) are included in the line item under ‘Contribution to
Provident and other Funds’ .

Superannuation Fund Gratuity Fund

Description % Invested % Invested
31.03.2023 31.03.2022 31.03.2023 31.03.2022
5. Investment Details of Plan Assets as at
Government of India Securities - 0.67 - 4.55
Public Sector (PSU) Bonds 35.03 26.75 11.43 9.10
State/Central Government Securities - 23.42 - 11.07
Special Deposit Scheme 55.46 42.37 85.92 68.38
Others including Bank Balance 9.51 6.79 2.65 6.90
Total 100.00 100.00 100.00 100.00
6. Assumptions
Discount Rate per annum 6.30% 6.30% 7.20% 6.80%
Salary Escalation Rate per annum 0.00% 0.00% 3.00% 3.00%
Expected Rate of Return on Plan Assets per annum 7.61% 4.95% 7.03% 6.27%
Contributions for next year 184.74 157.73 258.04 200.95
Method used Projected Unit Credit Method Projected Unit Credit Method

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

28.3 The basis used to determine overall expected rate of return on assets and the effect on major categories of Plan Assets
is as follows :
The major portions of the assets are invested in PSU Bonds, State and Central Government Securities. Based on the asset
allocation and prevailing yield rates on these asset classes, the long term estimate of the expected rate of return on the
fund assets have been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting the
returns on matching Government Bonds.

28.4 The estimate of future salary increases takes into account inflation, seniority, promotion and other relevant reasons.

28.5 Sensitivity Analysis

The Sensitivity Analysis below has been determined based on reasonably possible change of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the
hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all
other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may
offset the impact to some extent. For presenting the sensitivities, the present value of the Defined Benefit Obligation
has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as
that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and
assumptions used in the preparation of the Sensitivity Analysis from previous year.

Year ended 31.03.2023 Year ended 31.03.2022

Description Superannuation Gratuity Superannuation Gratuity
Fund Fund Fund Fund
1. Discount Rate +100 basis points 278.86 852.55 425.22 791.83
2. Discount Rate –100 basis points 291.26 924.72 442.35 874.64
3. Salary Increase Rate +1% 284.87 925.19 433.49 875.04
4. Salary Increase Rate –1% 284.87 851.62 433.49 790.89

28.6 Maturity Analysis of the Benefit Payments

Year ended 31.03.2023 Year ended 31.03.2022
Description Superannuation Gratuity Superannuation Gratuity
Fund Fund Fund Fund
1. Year 1 128.58 258.04 252.82 200.95
2. Year 2 20.92 146.79 18.15 131.64
3. Year 3 42.48 88.93 21.99 39.56
4. Year 4 1.28 37.33 43.12 88.50
5. Year 5 27.51 93.06 1.39 36.51
6. Next 5 Years 112.83 427.24 152.43 504.11

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

29 FINANCE COSTS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
On Financial Liability at amortized cost
Interest Expenses on
Long Term Loans (Refer Note 21.2) 427 450
Cash Credits and Short Term Loans (Refer Note 21.2) 2,441 2,725
Lease 102 34
Others 538 154
Other Borrowing Costs 116 257
Total 3,624 3,620

30 DEPRECIATION AND AMORTIZATION EXPENSES

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Depreciation of Property, Plant and Equipment 803 887
Amortization of Right-Of-Use assets 46 47
Amortization of Intangible Assets 46 61
Total 895 995

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

31 OTHER EXPENSES
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Consumption of Consumables 105 247
Power and Fuel 230 239
Rent Expenses 21 60
Repairs and Maintenance
Buildings 26 55
Plant and Machinery 101 206
Others 2 7
129 268
Insurance 70 84
Rates and Taxes 16 337
Bank Charges 123 138
Travelling Expenses 67 159
Printing and Stationery 8 24
Freight and Forwarding Charges 35 270
Postage, Telephone and other Communication Expenses 27 44
Advertising 3 8
Sales Commission - 20
Professional Fees (Refer Note 31.1) 748 432
Motor Vehicle Expenses 23 41
Bad Debts/Advances/Inventory written off (Net) 58 12,060
Add/(Less) : Provision for Expected Credit Loss 560 (6,119)
Add : Other provisions for Advances/Claims and Others 162 94
780 6,035
Provision for Detention Charges 457 1,277
Warranty Expenses 14 25
Net Loss on Foreign Currency Transactions and Translation 127 77
Net loss on Fair Valuation of Investments through Profit and Loss (Net) - 1
Loss on Fair Valuation of Derivatives not designated as Hedging Instruments - 3
carried through Profit and Loss
Loss on Modification/Termination on Lease Assets - 275
Net Loss on Sale of Property, Plant and Equipment 4 -
Miscellaneous Expenses 260 261
Total 3,247 10,325

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

31.1 Professional Fees include

Year ended Year ended
Particulars
31.03.2023 31.03.2022
Payment to Auditors
- For Audit 39 45
- For Taxation Matters - -
- For Limited Reviews (includes ` 5 Lakh pertaining to erstwhile auditor) 14 14 #
- For Certification and other Fees 3 -
- Expenses Reimbursed 2 *
*Amount is below the rounding off norm adopted by the Group.
# Includes ` 5 Lakh pertaining to erstwhile auditor.

32 EXCEPTIONAL ITEMS
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Inventory Written Off and including Provision - 14,409
Trade Receivables Written Off - 8,347
Advance to Suppliers Written Off - 1,400
Provision for Advance to Suppliers - 1,832
Other Liability Written Back - (35)
Profit on Sale of Assets held for sale - -
TOTAL - 25,953

Based on the findings of the Management audit report, and also considered by the Board of Directors in its meeting held on
13th September 2022, certain accounting adjustments have been carried out during the year ended 31st March 2022 to rectify
those accounting mistakes/misstatements made in the books of accounts in the previous financial years. The cumulative impact
of those rectifications/ adjustments has been shown as an “Exceptional Item” in the Consolidated Statement of Profit & Loss
in previous F.Y. 21-22.

“Exceptional Item” as stated above represents the following accounting adjustments carried out during the year ended
March 2022.

A. In earlier years, loans amounting to ` 3,276 Lakhs & ` 1,200 Lakhs were received from the promoters/promoters group
of companies and other lenders respectively which was wrongly credited to Inventories account instead of respective
loan accounts. The same has been rectified by reinstating the respective loan accounts and inventory. The amount of
inventory as reinstated above has been written off subsequently and shown as the exceptional item. Further certain loans
amounting to ` 35 Lakhs as reinstated above has also been written back and grouped under exceptional item.

B. Based on the findings of the Management audit report, a difference of ` 11,109 Lakhs have been identified between
the Inventory as shown in books of accounts and the inventory appearing in Material module in the ERP system as on
31st March 2022. Such difference comprises ` 4,476 lakhs as mentioned in the point no. A above and further difference

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

of ` 6,633 Lakhs owing to certain wrong accounting carried out. Hence such balances have been written off to reflect the
correct position of Inventory as on the Balance Sheet date.

C. During the previous year, the management has also engaged an external party to physically verify its inventory and also
to make a value assessment of inventory lying physically. Based on the findings of the surveyor’s report (covering 59%
of Inventory lying as on 28th February 2022 for the verification & value assessment), a sum of ` 3,299 Lakhs (including
` 282 Lakhs based on internal assessment) has been written off/provided for and also shown as exceptional item.

D. The Parent Company had raised certain wrong sales invoices in earlier years. Trade receivables amounting to ` 14,394 Lakhs
against such invoices as identified by the management auditors and further ` 2,980 Lakhs as identified by the management
have been classified as irrecoverable. Further based on management’s internal assessment on the recoverability of other
trade receivables, additional balances amounting to ` 2,923 Lakhs have also been identified as irrecoverable. Hence a sum
of ` 8,347 Lakhs (net of ` 5,830 Lakhs of further provision during the year and utilisation of ` 6,119 Lakhs out of provision
made in earlier years) have been written off and shown as exceptional item.

E. The Parent Company has been engaged into certain trading activities since financial year 2019-2020 and has been
complying with all the requisite rules & regulations including “The Goods & Services Tax Act 2017”. During the first
quarter ended 30th June 2021, certain bills of exchange were accepted by certain employees without receipt of supplies
and the banks later recovered the money from the Parent Company which has been debited to suppliers’ accounts and
shown as advances. Consequently, such advances to the tune of ` 3,232 Lakhs could not be recovered and hence a
sum of ` 1,400 Lakhs has been written off and balance amount of ` 1,832 Lakhs has been provided for as an abundant
precaution and shown as exceptional item.

33 The Parent Company has not carried out Fair Valuation of interest free loans from the promoters/promoter’s group
of companies and other lenders aggregating to ` 15,885 Lakhs as required under Ind AS-109 and its impact on the
Standalone Financial Statements has not been ascertained.

34 During the year, the Parent Company has incurred a cash loss of ` 8,314 Lakhs (Previous year ` 41,699 Lakhs and its net
worth is negative as on the Balance Sheet date. Moreover, the Parent Company’s current liabilities also exceed its current
assets as at 31st March 2023. In view of the acute financial crisis faced by the Parent Company, lenders have declared the
loan facilities granted to the Parent Company as a Non-Performing Asset (NPA). However, the lenders have also extended
‘Holding on Operations’ to the Parent Company through a ‘Trust & Retention Account’ opened with the Lead Bank of the
Consortium namely, Bank of India (‘BOI’). Consequently, the lead bank, namely Bank Of India, has filed a petition under
Section 7 of the IBC before the Hon’ble National Company Law Tribunal on 28th September 2022. The application is yet
to be admitted. Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th November
2022 which has been submitted with all of TIL’s Consortium Bankers on 28th November 2022, which is currently under
discussion. Considering these developments, the matter had been adjourned by NCLT from time to time; with the next
date of hearing being 19th June 2023.

Though the above situation is indicative of a material uncertainty that may cast doubt on the Parent Company’s ability
to continue as a going concern, but in view of the proposed strategic investment and proposed resolution plan together
with sales orders in hand, the management has concluded that the material uncertainties are expected to be mitigated
and hence the Standalone Financial Statements have been prepared on a going concern basis.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

35 As reported earlier, an enquiry by “Directorate of Revenue Intelligence & Enforcement” (DRI) has been ongoing since June
2021 in respect to certain trading transactions and other matters related to earlier years and the Parent Company has since
complied with the requirements of the DRI. On 7th November 2022, and 10th November 2022, the Parent Company received
an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations based
on the Investigation report. These demand intimations were for FY 2019-20 and for F.Y. 2020-21 for payment of tax/interest/
penalty amounting to ` 928.90 Lakhs & ` 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and reply to such
intimations had been filed by the Parent Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause
Notice - DRC-01 for F.Y. 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Parent Company. A personal
hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Parent Company on
17th April 2023. Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the
same day, i.e. 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to ` 958.97
Lakhs for F.Y. 2019-20. The Parent Company is of the view that the demand raised by GST authorities does not have merit,
and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under
Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the management.
36 Trade receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to ` 3,019 Lakhs
(Previous year ` 2,610 Lakhs), ` 1,050 Lakhs (Previous year ` 1,008 Lakhs), ` 12,542 Lakhs (Previous year ` 9,284 Lakhs),
and ` 3,494 Lakhs (Previous year ` 3,873 Lakhs) respectively were outstanding as on 31st March 2023. The Parent Company
could not get necessary confirmations from the respective parties due to prevailing situation of the Parent Company.
Further, the Parent Company could not get confirmations for Loans from bodies corporate to the extent of ` 897 Lakhs
(Previous year ` 865 Lakhs) lying outstanding as on 31st March 2023.
However, the Parent Company doesn’t foresee any material impact on its Financial Statements due to such non receipt of
confirmation.

37.1 CONTINGENT LIABILITIES IN RESPECT OF

Particulars As at 31.03.2023 As at 31.03.2022
a. Sales Tax/Value Added Tax Matters under dispute 2,192 2,192
[Related payments ` Nil Lakhs (31.03.2022: ` NIL Lakhs)]
b. Goods and Services Tax Matters under dispute 959 -
c. Income Tax Matters under dispute 377 2,109
[Related payments (including amounts adjusted by the
Department) ` 307 Lakhs (31.03.2022: ` 268 Lakhs)]
d. Service Tax Matters under dispute 960 667
[Related payments ` 26 Lakhs (31.03.2022: ` 26 Lakhs)]
e. Excise Duty Matters under dispute 336 -
[Related payments ` 13 Lakh (31.03.2022: Nil)]
f. Bank Guarantee Outstanding 4,759 5,545

37.2 Capital and other commitments

Particulars As at 31.03.2023 As at 31.03.2022
Capital Commitments - -
Other Commitments - -

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Future cash outflows in respect of the above matters are determinable only on receipts of judgments/decisions pending
at various forums/authorities. The management believes that the ultimate outcome of these proceedings will not have
a material adverse effect on the Group’s financial position and result of operations.

37.3 Pursuant to final order passed by the Single Bench of Hon’ble Calcutta High Court, the Parent Company has stopped
paying Entry Tax on procurement of Indigenous and Imported Goods into West Bengal, with effect from 1st June 2013.
The writ petition No. 922 of 2012 filed by the Parent Company has been treated as disposed of in the High Court and
the records thereof have been sent to the WB Taxation Tribunal. The Parent Company has filed a petition before the West
Bengal Taxation Tribunal. The related unpaid amount till 31st March 2023 is ` 632 Lakhs (31.03.2021: ` 632 Lakhs)

38 INFORMATION GIVEN IN ACCORDANCE WITH THE REQUIREMENTS OF IND AS

108 ON SEGMENT REPORTING
The operations of the Group pertains only to Material Handling Solutions (i.e. manufacturing and marketing of various
Material Handling Equipment namely Mobile Cranes, Port Equipment, Self Loading Truck Cranes, Road Construction
Equipment, etc. and dealing in spares and providing services to related equipment). Further, the Group’s principal
geographical area of operations is within India. Accordingly, the Group has only one reportable segment as envisaged in
Ind AS 108 on ‘Segment Reporting’ and information pertaining to segment is not applicable for the Group.

38.1 Geographical Information

Year Ended Year Ended
31.03.2023 31.03.2022
1. Revenue from External Customers
- India 4,381 6,024
- Outside India 1 492
Total 4,382 6,516

As at As at
31.03.2023 31.03.2022
2. Non-Current Assets*
- India 11,360 12,407
- Outside India - -
Total 11,360 12,407
* Excludes Financial Instruments, Deferred Tax Assets.
During the year, the Group has four customers (Previous year two customers), where transaction with the single customers exceed
10% of the total revenue amounting to ` 3,082 Lakhs (Previous year ` 2,765 Lakhs).

39 CAPITAL MANAGEMENT
The Group aims at maintaining a strong capital base maximizing Shareholders’ wealth safeguarding business continuity
and augments its internal generations with a judicious use of borrowing facilities to fund spikes in working capital that
arise from time to time as well as requirements to finance business growth.
The Group determines the amount of capital required on the basis of annual business plan coupled with long term
and short term strategic investment and expansion plans. The funding needs are met through cash generated from

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

operations, long term and short term borrowings from banks and financial institutions. On requirement, the Group also
borrows from related and other parties to meet its financial needs.

However in view of certain adverse factors and challenges being faced by the Parent Company over past few years as
explained in Note 34, the net worth of the Parent Company is eroded.

The capital structure of the Group consists of net debt (borrowings as detailed in Note 17 offset by cash and cash
equivalents in Note 14-A and other bank balances in Note 14-B and deposits with banks including earmarked balances
in Note 9A) and total equity of the Group.

Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non-current
earmarked balances).

The table below summarises the capital, net debt and net debt to equity ratio of the Group.

As at 31.03.2023 As at 31.03.2022
Equity Share Capital 1,003 1,003
Other Equity (30,239) (21,101)
Total Equity (A) (29,236) (20,098)
Non Current Borrowings 15,159 17,760
Short Term Borrowings 24,859 22,089
Gross Debts (B) 40,018 39,849
Total Capital (A+B) 10,782 19,751
Gross Debt as above 40,018 39,849
Less: Current investment 67 98
Less: Cash and Cash Equivalents 132 97
Less: Other Balances with Bank (including non-current fixed deposits
119 882
including earmarked balances)
Net Debt (C) 39,700 38,772
Net Debt to Equity * (1.61) 26.81
* Net debt to equity as at 31st March 2023 and 31st March 2022 has been computed based on average total equity.

40 FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

This section gives an overview of the significance of Financial Instruments for the Group and provides additional
information on Balance Sheet items that contain Financial Instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognized in respect of each class of Financial Asset, Financial Liability and
Equity Instrument are disclosed in Note 2.12 to the Consolidated Financial Statements.

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

A) Categories of Financial Instruments

Set out below, is a comparison by class of the carrying amounts and Fair Value of the Group’s Financial Instruments:

As at 31.03.2023 As at 31.03.2022
Particulars
Carrying Value Fair Value Carrying Value Fair Value
Financial Assets
a) Measured at Amortized Cost
i) Cash and Cash Equivalents 132 132 97 97
ii) Other Bank Balances 8 8 364 364
iii) Trade Receivables 3,019 3,019 2,610 2,610
iv) Other Financial Assets 422 422 848 848
Sub-total 3,581 3,581 3,919 3,919
b) Measured at Fair Value through
Profit or Loss
i) Investment in Equity Shares 10 10 8 8
ii) Investment in Mutual Fund 57 57 90 90
Sub-total 67 67 98 98
Total Financial Assets 3,648 3,648 4,017 4,017
Financial Liabilities
a) Measured at Amortized Cost
i) Borrowings 40,018 40,018 39,849 39,849
ii) Trade Payables 12,557 12,557 9,304 9,304
iii) Lease Liabilities 1,051 1,051 986 986
iv) Other Financial Liabilities 2,512 2,512 431 431
Total Financial Liabilities 56,138 56,138 50,570 50,570

The management assessed that cash and cash equivalents, other bank balances, trade receivables, trade payables, other
financial assets and other financial liabilities approximate their carrying amounts largely due to the short term maturities of
these instruments. Lease liabilities have fair values that approximate to their carrying amounts as it is based on the net present
value of the anticipated future cash flows.

B) Financial Risk Management Objectives

The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Group
continues to focus on a system-based approach to business risk management. The Group’s financial risk management
process seeks to enable the early identification, evaluation and effective management of key risks facing the business.
Backed by strong internal control systems, the current Risk Management System rests on policies and procedures issued
by appropriate authorities; process of regular reviews/audits to set appropriate risk limits and controls; monitoring of such
risks and compliance confirmation for the same.

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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

a) Market Risk
The Group’s Financial Instruments are exposed to market changes. The Group is exposed to the following significant
market risk:
Foreign Currency Risk
Interest Rate Risk
Other Price Risk
Market Risk Exposures are measured using sensitivity analysis. There has been no change to the Group’s exposure to
market risks or the manner in which these risks are being managed and measured.

Fair Value Hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at Fair
Value, grouped into Level 1 to Level 3, as described below:

Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference
to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in
quoted equity shares, and includes derivative contracts.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities,
measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices).

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and
liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair Values are
determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from
observable current market transactions in the same instrument nor are they based on available market data.

As at 31.03.2023
Particulars
Level 1 Level 2 Level 3 Total
Financial Assets
Investment in Equity Shares 10 - - 10
Investment in Mutual Funds 57 - - 57
67 - - 67

As at 31.03.2022
Particulars
Level 1 Level 2 Level 3 Total
Financial Assets
Investment in Equity Shares 8 - - 8
Investment in Mutual Funds 90 - - 90
98 - - 98

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 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Foreign Currency Risk

The Group undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such exchange
rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and
liabilities, including the Parent Company’s net investments in foreign operations (with a functional currency other than Indian
Rupee) which are not in the Parent Company's functional currency (Indian Rupees). A significant portion of these transactions
are in US Dollar, Euro, etc. Each entity comprising the Group manages its own currency risk. The carrying amount of foreign
currency denominated financial assets and liabilities including derivative contracts, are as follows:

As at 31.03.2023 USD Euro Others# Total

Financial Assets 6 350 - 356
Financial Liabilities 615 1,271 37 1,923
As at 31.03.2022 USD Euro Others# Total
Financial Assets 6 329 - 335
Financial Liabilities 560 1,284 37 1,881
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona

Derivatives not Designated as Hedging Instruments

The Group uses foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange
forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency
exposure of the underlying transactions.
The Group enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales
and purchases, these contracts are not designated in hedge relationships and are measured at Fair Value through profit or loss.
However, during the current and previous year, the Group has not entered into any forward contracts due to the current
financial position of the Group.

Un-hedged Foreign Currency balances Currency As at 31.03.2023 As at 31.03.2022

(i) Financial Liabilities: USD 615 560
EUR 1,271 1,284
Others# 37 37
(ii) Financial Assets USD 6 6
EUR 350 329
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona

Foreign Currency Sensitivity

Foreign Currency Sensitivities for unhedged exposure (impact on increase in 2%)
As at 31.03.2023 As at 31.03.2022
USD (12) (11)
EUR (18) (19)
Others# (1) (1)
# Others primarily include GBP-Great Britain Pound, SGD-Singapore Dollar and SEK-Swedish Krona
Note: If the rate is decreased by 2%, profit of the Group will increase by an equal amount.
Figures in brackets indicate decrease in profit.
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 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Interest Rate Risk

Interest rate risk refers to the risk that the Fair Value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The objectives of the Group’s interest rate risk management processes are to lessen the impact
of adverse interest rate movements on its earnings and cash flows and to minimise counter party risks. All the borrowings
availed by the Group have a fixed interest rate throughout the respective financial year. Further, the Group operates with banks
having superior credit rating in the market.
Interest Rate Sensitivities for Outstanding Exposure
As at 31.03.2023 As at 31.03.2022
INR * *
* The Group’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107,
since neither the carrying amount nor the future cash flows will fluctuate because of changes in market interest rates. Further, all lenders
have declared loan facilities granted to the Parent Company as NPA and are not charging interest, hence, interest rate risk does not arise.

Price Risk
Equity price risk is related to change in market reference price of investments in equity securities, bonds and mutual funds held
by the Group. The Fair Value of quoted investments held by the Group exposes the Group to market price risks. In general,
these investments are not held for trading purposes. The Fair Value of quoted investments in equity, bonds and mutual funds
are classified as Fair Value through Profit & Loss as at 31 March 2023 is ` 67 Lakhs (31.03.2022 : ` 98 Lakhs)
b) Liquidity Risk
Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations. The Group mitigates its liquidity
risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle and ensuring optimal
movements of its inventories. The table below provides details regarding the remaining contractual maturities of significant
financial liabilities at the reporting date:
As at 31.03.2023 As at 31.03.2022
Current Non-Current Current Non-Current
A. Financial Assets
i) Cash and Cash Equivalents 132 - 97 -
ii) Other Bank Balances 8 - 364 -
iii) Trade Receivables 3,019 - 2,610 -
iv) Other Financial Assets 274 148 266 582
v) Investment in Equity Shares 10 - 8 -
vi) Investment in Mutual Funds 57 - 90 -
Total 3,500 148 3,435 582

B. Financial Liabilities
i) Borrowings (Refer Note 17.3) 24,859 15,159 22,089 17,760
ii) Trade Payables 12,557 - 9,304 -
iii) Other Financial Liabilities 2,512 - 431 -
Total 39,928 15,159 31,824 17,760

215
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

The management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis of
expected cash flows. The Group takes into account the liquidity of the market in which the entity operates.
The maturity analysis of undiscounted lease liabilities are disclosed under Note 5.3.

c) Credit Risk
Credit risk is the risk that counter party will not meet its obligations leading to a financial loss. The Group has its policies to
limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its
customers, on the basis which the terms of payment are decided. Credit limits are set for each customer which are reviewed
at periodic intervals.
For trade receivables, as a practical expedient, the Group computes credit loss allowance based on a provision matrix. The
provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is
adjusted for forward-looking estimates. The provision matrix at the end of the reporting period is given below:

As at 31.03.2023 As at 31.03.2022
Opening Balance 1,047 7,166
Add: Provisions made 560 5,831
Less: Utilization made for Impairment/Derecognition - (11,950)
Closing Balance 1,607 1,047

41 RELATED PARTY DISCLOSURES

I) List of Related Parties
Key Management Personnel Mr. Sumit Mazumder (Chairman & Managing Director)
Mrs. Bipasha Banerjea (Chief Financial Officer)
Mr. Ratanlal Gaggar (Independent Director) *
Mr. Gaurav Swarup (Independent Director) **
Mrs. Manju Mazumder (Non Executive Director)
Mr. Deb Kumar Banerjee (Nominee of LIC) ***
Dr. T. Mukherjee (Independent Director) #
Ms. Veena Hingarh (Independent Director) #
Mr. Sekhar Bhattacharjee (Company Secretary)
Mr. Rajiv Kumar Soni (Chief Executive Officer) ##
Mr. Shibaditya Ghosh (Chief Financial Officer) ###
Mr. Subir Bhattacharyya (Independent Director, w.e.f 13th September 2022)
Mr. Tulsi Das Banerjee (Independent Director, w.e.f 13th September 2022)
* Resigned on 31st May 2022 and noted by the Board on 13th September 2022
** Resigned on 29th August 2022 and noted by the Board on 13th September 2022
*** Resigned on 31st July 2022 and noted by the Board on 13th September 2022
# Resigned on 10th February, 2022
## Resigned since 9th November 2021
### Resigned since 31st May 2021

216
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

41 RELATED PARTY DISCLOSURES (Contd.)

Enterprises over which Key TIL Welfare Trust
Management Personnel are able to
Gokul Leasing and Finance Private Limited
exercise significant influence
Arihant Merchants Limited
Mahan Eximp Limited
Supriya Leasing Limited
Sunrise Proteins Ltd.
Nachiketa Investments Company
Salgurn Merchants Pvt. Ltd.
B. P. Commodities Pvt. Ltd.
Marbellous Trading Pvt. Ltd.

II) Particulars of Transactions during the year ended 31st March 2023

Key KMP have Outstanding

Particulars Managerial Significant Total as on
Person Influence 31-03-2023
a) Loans and Advance from Key Management
Personnel/Associated Company/Others (Net of
Repayment)
Mr. Sumit Mazumder (Closing balance is adjusted for
106 - 106 12,411
write back of ` 50 Lakhs)
Gokul Leasing and Finance Private Limited - - - 1,953
Arihant Merchants Limited - - - 83
Mahan Eximp Limited - - - 127
Supriya Leasing Limited - - - 90
Sunrise Proteins Ltd. - - - 50
Nachiketa Investments Company - - - 35
Salgurn Merchants Pvt. Ltd. - - - 50
B. P. Commodities Pvt. Ltd. - - - 10
Marbellous Trading Pvt. Ltd. - - - 14
TIL Welfare Trust - - - 1,066
Total 106 - 106 15,889

217
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

II) Particulars of Transactions during the year ended 31st March 2023 (Contd.)
Key KMP have Outstanding
Particulars Managerial Significant Total as on
Person Influence 31-03-2023
b) Managerial Remuneration to Key Management
Personnel
(i) Short term benefit
Sumit Mazumder 240 - 240 132
Bipasha Banerjea 72 - 72 60
Sekhar Bhattacharjee - - - 28
Shibaditya Ghosh - - - 3
(ii) Post Employment Benefits
Sumit Mazumder 3 - 3 104
Bipasha Banerjea 1 - 1 5
Sekhar Bhattacharjee - - - 2
(iii) Other Long Term Benefits
Sumit Mazumder 5 - 5 123
Bipasha Banerjea * - * 6
Sekhar Bhattacharjee - - - -
Total 321 - 321 463
c) Liabilities Written Back
Mr. Sumit Mazumder 50 - 50 -
Total 50 - 50 -
(d) Retainer Fees
Sekhar Bhattacharjee 53 - 53 47
Total 53 - 53 47
*Amount is below the rounding off norm adopted by the Group.

218
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

Particulars of Transactions during the year ended 31st March 2022

Key KMP have Outstanding

Particulars Managerial Significant Total as on
Person Influence 31-03-2022

a) Loans and advance from Key Management

Personnel/Associated Company/Others
(Net of Repayment)
Mr. Sumit Mazumder (Refer Note 32 A) 5,231 - 5,231 12,355
Gokul Leasing and Finance Private Limited - 1,036 1,036 1,953
Arihant Merchants Limited - 83 83 83
Mahan Eximp Limited - 127 127 127
Supriya Leasing Limited - 90 90 90
Sunrise Proteins Ltd. - 50 50 50
Nachiketa Investments Company - 35 35 35
Salgurn Merchants Pvt. Ltd. - 50 50 50
B. P. Commodities Pvt. Ltd. - 10 10 10
Marbellous Trading Pvt. Ltd. - 14 14 14
TIL Welfare Trust - 1,066 1,066 1,066
Total 5,231 2,561 7,792 15,833

b) Managerial Remuneration to Key Management

Personnel
(i) Short Term Benefit
Sumit Mazumder 217 - 217 61
Bipasha Banerjea 45 - 45 26
Sekhar Bhattacharjee 51 - 51 27
Shibaditya Ghosh 9 - 9 3
(ii) Post Employment Benefits
Sumit Mazumder 5 - 5 101
Bipasha Banerjea 1 - 1 4
Sekhar Bhattacharjee 3 - 3 12
Shibaditya Ghosh * - * -
(iii) Other Long Term Benefits
Sumit Mazumder 9 - 9 118
Bipasha Banerjea 3 - 3 6
Sekhar Bhattacharjee 1 - 1 8
Shibaditya Ghosh - - - -
Total 344 - 344 366
*Amount is below the rounding off norm adopted by the Group.

219
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

III) Terms and Conditions of Transactions with Related Parties

a) The transactions with related parties have been entered at an amount which are not materially different from those
on normal commercial terms.

b) The amounts outstanding are unsecured and will be settled in cash and cash equivalent. No guarantees have been
given or received.

c) The remuneration of Directors is determined by the Nominations & Remuneration Committee having regard to the
performance of individuals and market trends.

IV) In respect of the above parties, there is no provision for impairment/doubtful debts as on 31st March 2023 and no amount
has been written off or written back during the year in respect of debt due from/to them except as disclosed above.

V) The above related party information is as identified by the management.

42 ADDITIONAL DISCLOSURES RELATING TO THE REQUIREMENT OF REVISED

SCHEDULE III
42.1 Loans or Advances (repayable on demand or without specifying any terms or period of repayment)
to Specified Persons
During the year ended 31st March 2023 the Group did not provide any loans or advances which remains outstanding (repayable
on demand or without specifying any terms or period of repayment) to specified persons (Nil as on 31st March 2022).

42.2 Relationship with Struck off Companies

The Group did not have any transaction with companies struck off during the year ended 31st March 2023 and
31st March 2022.

42.3 Details of Crypto Currency or Virtual Currency

The Group has not traded or invested in Crypto Currency or Virtual Currency during the year ended 31st March 2023 and
31st March 2022.

42.4 Utilization of Borrowed Fund & Share Premium

The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall: (a) directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)
or (b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

The Group has not advanced or lent or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or (b) provide any
guarantee, security or the like to or on behalf of the ultimate beneficiaries.

220
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

42.5 The quarterly returns or statements of current assets filed by the Parent Company with the banks are in agreement with
the books of accounts, except are as under:
Amount Amount reported
Reason for
Name of the as per books in quarterly Difference
Quarter Particulars material
Bank of account return/statement (` in Lakhs)
discrepancy
(` in Lakhs) (` in Lakhs)
All Consortium Inventories 23,031 27,014 (3,983)
June'21
Banks Trade Receivables 24,688 24,645 43
All Consortium Inventories 26,001 26,937 (936)
September'21
Banks Trade Receivables 21,935 21,745 190
All Consortium Inventories 26,269 26,222 47
December'21 The difference
Banks Trade Receivables 20,827 20,229 598
are on account
All Consortium Inventories 16,457 15,953 504 of numbers
March'22
Banks Trade Receivables 3,654 4,105 (451) reported to
All Consortium Inventories 15,053 15,750 (697) the banks on
June'22 the provisional
Banks Trade Receivables 4,003 4,309 (306)
quarterly
All Consortium Inventories 15,379 15,379 -
accounts.
September'22
Banks Trade Receivables 3,711 3,731 (20)
All Consortium Inventories 14,920 14,921 (1)
December'22
Banks Trade Receivables 4,029 4,023 6
All Consortium Inventories 14,097 14,405 (308)
March'23
Banks Trade Receivables 4,626 4,617 9

42.6 The Group has not been declared as a wilful defaulter by any Banks or Financial Institutions or any other Lender.

42.7 The Group has used the borrowings from Banks and Financial Institutions for the specific purpose for which it was obtained.

42.8 There are no registration/satisfaction of charges pending with registrar of companies beyond the statutory period as on
the balance sheet date, except as follows:

Sr. No. Charge ID Name of Charge Holder Date of Creation Date of Satisfaction Amount (` in Lakhs)
1 100407926 Bank of India 25-01-2021 - 818
2 100350315 State Bank of India 06-07-2020 - 300
3 100225971 Union Bank of India 19-12-2018 - 250
4 80009601 Indian Overseas Bank 07-02-2005 - 2,100

Further in many cases fresh charges were created in the past by the various banks wherever the existing working capital limits
were enhanced, however in those cases previous charges were not satisfied. The Group is of the opinion that filing of non-
satisfaction in those cases is not a non-compliance.

221
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

43 NAME OF THE ENTITY

Share in Other Share in Total
Share in
Net Assets Comprehensive Comprehensive
profit or loss
Name of the Income (OCI) Income (TCI)
entity As a % of
As a % of Amount Amount As a % Amount As a % Amount
Profit or
Net Asset (` in Lakhs) (` in Lakhs) of OCL (` in Lakhs) of TCI (` in Lakhs)
Loss
Parent:
TIL Limited
31.03.2023 99% (28,979) 94% (8,600) 203% (73) 95% (8,673)
31.03.2022 101% (20,306) 97% (41,648) -176% (51) 97% (41,699)
Subsidiary:
TIL Overseas Pte. Ltd.
31.03.2023 0% 74 5% (500) -103% 37 5% (463)
31.03.2022 -3% 537 0% 15 276% 80 0% 95
Consolidation
adjustment
31.03.2023 1% (331) 0% (2) 0% - 0% (2)
31.03.2022 2% (329) 3% (1,484) 0% - 3% (1,484)
Total
31.03.2023 100% (29,236) 100% (9,102) 100% (36) 100% (9,138)
31.03.2022 100% (20,098) 100% (43,117) 100% 29 100% (43,088)

44 EARNINGS PER SHARE (EPS) - THE NUMERATORS AND DENOMINATORS USED

TO CALCULATE BASIC AND DILUTED EPS
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Profit/(Loss) after Tax attributable to the Equity Shareholders
A (9,102) (43,117)
(` in Lakhs)
Basic and Diluted
i. Number of Equity Shares at the beginning of the year 10,030,265 10,030,265
ii. Number of Equity Shares issued during the year - -
iii. Number of Equity Shares at the end of the year 10,030,265 10,030,265
iv. Weighted average number of Equity Shares outstanding
B 10,030,265 10,030,265
during the year
v. Nominal Value of each Equity Share (`) 10 10
Basic and Diluted Earnings Per Share (`) A/B (90.75) (429.87)

222
 OVERVIEW STATUTORY REPORTS FINANCIALS

Notes to Consolidated Financial Statements for the year ended 31st March 2023
(All amounts in ` Lakhs, unless otherwise stated) Contd.

45 In its Extraordinary General Meeting convened on 23rd December 2022, the Parent Company has received Shareholders'
Approval for the proposed strategic investment by issue of 7,496,592 (Seventy Four Lakh Ninety Six Thousand Five
Hundred Ninety Two) equity shares of face value of ` 10 (Rupees Ten) per share at a price of ` 92.40 (Rupees Ninety Two
and forty Paise) per share through Preferential allotment in favor of Indocrest Defence Solutions Private Limited pursuant
to the provisions of Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018; and which is subject to approvals from appropriate authorities and lending institutions.
Accordingly, the Stock Exchanges have also been informed under Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

46 The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code, 2020 ("the
Codes") in the Gazette of India, inter alia, subsuming various existing labour and industrial laws which deals with
employees related benefits including post - employment. The effective date of the code and the rules are yet to be
notified. The impact of the legislative changes, if any, will be assessed and recognized post notification of the relevant
provisions.

47 The Consolidated Financial Statements were approved by the Board of Directors on 26th May 2023.

48 The previous year's figures have been regrouped/reclassified wherever necessary to confirm with current period's
classification.

Signatures to Notes ‘1’ to ‘48’

In terms of our report of even date attached For and on behalf of the Board of Directors of TIL Limited

For Singhi & Co.

Chartered Accountants (Firm’s Registration No. 302049E)

Giridhari Lal Choudhary Sumit Mazumder

Partner (Membership No. 052112) Chairman & Managing Director (DIN:00116654)

Kolkata Bipasha Banerjea Sekhar Bhattacharjee

26th May 2023 Chief Financial Officer Company Secretary

223
 TIL LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022-23

FORM AOC 1 - STATEMENT REGARDING SUBSIDIARY COMPANIES

[Pursuant to first proviso to Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014]
Statement containing salient features of financial statement of Subsidiaries/Associate Companies/
Joint Ventures

Part “A”: Subsidiaries

( ` In Lakhs )#

Sl.No. Particulars Details

1 Name of subsidiary TIL OVERSEAS PTE LTD

Reporting period for the subsidiary concerned, if different from the holding
2 31st March 2023
company's reporting period

3 Reporting currency US Dollar

Exchange rate as on the last date of the relevant Financial year in the case of
4 82.51
foreign sudsidiaries

5 Share Capital 302

6 Reserves & Surplus (228)
7 Total Assets 89
8 Total Liabilities* 89
9 Investments 57
10 Turnover -
11 Profit before taxation (500)
12 Provision for taxation -
13 Profit after taxation (500)
14 Other Comprehensive Income 37
15 Total Comprehensive Income for the Year (463)
16 Proposed Dividend -
17 % of shareholding 100%

#For Sl. Nos. 5 to 15 above

*Includes Reserves and Share Capital.

Notes:
1. Names of subsidiaries which are yet to commence operations : Not Applicable
2. Names of subsidiaries which have been liquidated or sold during the year : Not Applicable

224
 TIL LIMITED ANNUAL REPORT 2022-23

FORWARD-LOOKING
STATEMENT
In this Annual Report, the forward-looking information if any, is for enabling investors to comprehend our prospects
and take informed investment decisions. This report and other statements - written and oral - that we periodically
make, contain forward-looking statements that set out anticipated results based on the management’s plans and
assumptions. We have tried, wherever possible to identify such statements by using words such as ‘anticipates’,
‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any
discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been
prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccuracies in our
assumptions. Should known or unknown risks or our uncertainties materialize, or should underlying assumptions
prove inaccurate, actual results could vary materially from those anticipated, estimated or projected.

We undertake no obligation to publicly update any forward-looking statements, arising as a result of new information,
future events or otherwise.

CONTENTS
Corporate Information 1
Chairman & Managing Director’s Message 2
Directors’ Report with Annexures 4
Independent Auditor’s Report (Standalone) 60
Financial Section (Standalone) 76
Independent Auditor’s Report (Consolidated) 146
Financial Section (Consolidated) 156
 TIL LIMITED

ANNUAL
REPORT
2022-23

TIL LIMITED
CIN: L74999WB1974PLC041725
Registered & Corporate Office:
1,Taratolla Road, Garden Reach
Kolkata 700 024, West Bengal, India
Tel: + 91 (033) 2469 3732-6/6497 | 6633 2000/2845
Fax: + 91 (033) 2469 2143/3731
Website: www.tilindia.in