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Thermax Ltd. Annual Report 2021
60420_rns_2021-06-02_3bf405b6-695b-475d-8fda-52565d8ade9c.pdf
Annual Report
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June 2, 2021
To The Secretary BSE Limited PJ Towers, Dalal Street Mumbai: 400 001
National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051
Company Scrip Code: 500411
Company Scrip Code: THERMAX EQ
Sub: Disclosure of Related Party Transactions.
Ref: Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Dear Sir,
Pursuant to Regulation 23(9) of Listing Regulations, please find enclosed details of Related Party Transactions on a consolidated basis for the year ended March 31, 2021.
You are requested to kindly acknowledge receipt of the above.
Thanking you,
Yours faithfully, For THERMAX LIMITED
Kedar P. Phadke Company Secretary Encl: As above
Thermax Limited Notes to consolidated financial statements for the year ended March 31, 2021 (All amounts are in Rupees Crores, except per share data and unless stated otherwise)
34 Interests in other entities
- Group information
- A Subsidiaries
The consolidated financial statements of the Group includes subsidiaries listed in the table below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
| Sr No. | Name of the entity | Place of business/Country of | Ownership interest held by theGroup | Principal activities | ||
|---|---|---|---|---|---|---|
| incorporation | March 31, 2021March 31, 2020 | |||||
| 1 | Thermax Onsite Energy Solutions Ltd | India | 100% | 100% Supply of steam and heat on build, own and operatebasis | ||
| 2 | Thermax Instrumentation Ltd. | India | 100% | 100% Civil, Erection & Commissioning and Operation andMaintenance of power plants | ||
| 3 | Thermax Engineering Construction Company Ltd. | India | 100% | 100% Installation of industrial machinery and equipment | ||
| 4 | Thermax Sustainable Energy Solutions Ltd. | India | 100% | 100% Carbon Advisory Services | ||
| 5 | Thermax International Ltd. | Mauritius | 100% | 100% Investment Company | ||
| 6 | Thermax Europe Ltd. | United Kingdom | 100% | 100% Sale and service of vapour absorption chillers | ||
| 7 | Thermax Inc. | USA | 100% | 100% Sale and service of vapour absorption chillers and saleof chemicals | ||
| 8 | Thermax do Brasil Energia e Equipamentos Ltda | Brazil | 100% | 100% Rendering services including technical assistance | ||
| 9 | Thermax (Zhejiang) Cooling & Heating EngineeringCompany Ltd. ^^^^ | China | NA | 100% Products and services in heating, cooling, waste heatrecovery,captivepower,watertreatmentandrecycling,wastemanagementandperformancechemicals | ||
| 10 | Thermax Netherlands BV. | Netherlands | 100% | 100% Investment Company | ||
| 11 | Thermax Denmark ApS | Denmark | 100% | 100% Investment Company | ||
| 12 | Danstoker A/S | Denmark | 100% | 100% Produces and sells boilers to the energy market | ||
| 13 | Ejendomsanp artsselskabet Industrivej Nord 13 | Denmark | 100% | 100% Own and lease out property within Group | ||
| 14 | Boilerworks A/S | Denmark | 100% | 100% Produces and supplies high-pressure boilers andcomponents | ||
| 15 | Boilerworks Properties ApS | Denmark | 100% | 100% Own and lease out the property within Group | ||
| 16 | Danstoker Poland Spółka Z OgraniczonaOdpowiedzialnoscia | Poland | 100% | 100% Produces and supplies high-pressure boilers andcomponents | ||
| 17 | Rifox-Hans Richter GmbH Spezialarmaturen | Germany | 100% | 100% Manufacturing steam trap systems | ||
| 18 | Thermax Sdn.Bhd | Malaysia | 100% | 100% Turnkey solutions provider | ||
| 19 | Thermax Engineering Singapore Pte. Ltd. | Singapore | 100% | 100% Investment Company | ||
| 20 | PT Thermax International Indonesia | Indonesia | 100% | 100% Manufacturing of industrial products | ||
| 21 | Thermax Senegal S.A.R.L ^^^^ | Senegal | 100% | 100% Plant management services | ||
| 22 | First Energy Private Limited | India | 100% | 76% Alternative energy solution company | ||
| 23 | Thermax Energy & Environment Philippines Corporation | Philippines | 100% | 100% Marketing and sales of component partsof boilers | ||
| 24 | Thermax Energy & Environment Lanka (Private) Limited | Sri Lanka | 100% | 100% Marketing and sales of component partsof boilers | ||
| 25 | Thermax Nigeria Limited | Nigeria | 100% | 100% Marketing and sales of component partsof boilers | ||
| 26 | Thermax Babcock & Wilcox Energy Solutions Pvt Ltd | India | 100% | 100% Manufacture of steam or other vapour generatingboilers and hot water boilers other than central heatingboilers | ||
| 27 | Thermax Cooling Solutions Limited (formerly known asThermax SPX Energy Technologies Ltd) | India | 100% | 100% Supply and erection commissioning of Air cooledcondenser (ACC), Rotary air Pre-Heater (RAPH),electrostatic precipitator (ESP), Bag Houses | ||
| 28 | Thermax Engineering Construction FZE | Nigeria | 100% | 100% Operation and Maintenance | ||
| 29 | Thermax International Tanzania Limited^^ | Tanzania | 100% | 100% Supervision for project business, operation andmaintenance services and sales related support. | ||
| 30 | Thermax (Thailand) Limited | Thailand | 100% | 100% Trade and investment support office. | ||
| 31 | ESOP Trust and Employee Welfare Trusts** | India | 100% | 100% Employee welfare | ||
| 32 | Enernxt Private Limited^^^ | India | 100% | NA Supply of biogas on build, own, operate and transferbasis |
Thermax Hong Kong Ltd. (wholly owned subsidiary) has not been considered for consolidation as the same has been closed on September 11, 2020.
During the year ended March 31, 2020, the non-controlling interest held in First Energy Private Limited is not material to the Group. Hence, the disclosures required under Para 12 of Ind AS 112 Disclosure of Interests in other entities are not considered necessary.
** The Group has ESOP trust and Employee Welfare Trusts for the welfare of the employees. Pursuant to the arrangement between the Trusts and the Holding Company, the Holding Company has determined that it has power to direct the relevant activities of the trust while being exposed to variable returns from its involvement with these entities. As a result, these entities have been consolidated in these financial statements.
^^ Date of incorporation December 7, 2019. There are no transaction during the year, hence not consolidated.
^^^ Date of incorporation January 5, 2021. There are no transaction during the year, hence not consolidated.
^^^^ The subsidiaries are under liquidation process.
| B | Parent entity | ||||
|---|---|---|---|---|---|
| Sr No. | Name of the entity | Place of business/ | Ownership interest held by the | Type | |
| Country of | Group | ||||
| incorporation | March 31, 2021 | March 31, 2020 | |||
| 1 | RDA Holdings Pvt Ltd | India | 53.99% | 53.99% Ultimate Holding company | |
The above percentage of shareholding is before elimination of Trust's holding**.
Thermax Limited Notes to consolidated financial statements for the year ended March 31, 2021 (All amounts are in Rupees Crores, except per share data and unless stated otherwise)
35 Related party disclosures
A For details of Holding company, refer note 34.
B Individuals having significant influence over the Group by reason of voting power, and their relatives
- 1 Mrs. Meher Pudumjee Chairperson
- 2 Mrs. Anu Aga Relative of Chairperson / Director (Retired on August 8, 2018)
- 3 Mr. Pheroz Pudumjee Director
- 4 Mr. Zahaan Pudumjee Relative of Chairperson / Director
C Key Management Personnel:
- 1 Mr. M S Unnikrishnan Managing Director and Chief Executive Officer (Retired on August 31, 2020)
- 2 Mr. Ashish Bhandari Managing Director and Chief Executive Officer (w.e.f. April 7, 2020)
- 3 Dr. Valentin A. H. von Massow Independent Director
- 4 Dr. Jairam Varadaraj Independent Director
- 5 Mr. Nawshir Mirza Independent Director
- 6 Mr. Harsh Mariwala Independent Director
- 7 Mr. Sashishekhar Balakrishna (Ravi) Pandit Independent Director
- 8 Mrs. Rajani Kesari Independent Director
- 9 Mr. Rajendran Arunachalam Chief Financial Officer (w.e.f. June 1, 2019)
- 10 Mr. Amitabha Mukhopadhyay Chief Financial Officer (Resigned on May 31, 2019)
- 11 Mr. Kedar Phadke Company Secretary
D Enterprises with whom transactions have taken place during the year, over which control is exercised by individuals listed in 'B' and 'C' above:
- 1 Thermax Foundation, India
- 2 ARA Trusteeship Company Private Limited, India
- 3 Marico Limited, India
- 4 Elgi Ultra Industries Limited, India
- 5 Elgi Equipments Limited, India
- 6 The Akanksha Foundation, India
- 7 Festo India Private Limited, India
- 8 Kirtane & Pandit LLP, India
E Transactions with related parties:
| Particulars | Enterprises over whichcontrol is exercised byIndividuals havingSignificant influence overthe company and KeyManagement Personnel | Key ManagementPersonnel and Individualshaving Significant influenceover the companymentioned in B and Cabove | Total | |||
|---|---|---|---|---|---|---|
| March 31,2021 | March 31,2020 | March 31,2021 | March 31,2020 | March 31,2021 | March 31,2020 | |
| a. Transactions during the year | ||||||
| Sales of products and services | 0.04 | 0.68 | - | - | 0.04 | 0.68 |
| Purchase of raw material and components | 1.44 | 0.35 | - | - | 1.44 | 0.35 |
| Miscellaneous expense | 0.02 | 0.01 | - | - | 0.02 | 0.01 |
| Remuneration to key management personnel* | - | - | 22.21 | 6.93 | 22.21 | 6.93 |
| Donation | 7.84 | 8.26 | - | - | 7.84 | 8.26 |
| Director's sitting fees ^ | - | - | 0.60 | 0.44 | 0.60 | 0.44 |
| Commission paid | - | - | 3.93 | 3.72 | 3.93 | 3.72 |
| Rent paid | - | - | 0.35 | 0.51 | 0.35 | 0.51 |
* Does not include gratuity and leave encashment since the same is calculated for all employees of the Group as a whole.
Dividend paid to RDA Holdings Pvt. Ltd., India is Rs. Nil (March 31, 2020: Rs. 90.06) including interim dividend for the year 2019-20. ^ Includes sitting fees paid to director's of holding companies.
| Particulars | Enterprises over whichcontrol is exercised byIndividuals havingSignificant influence overthe company and KeyManagement Personnel | Key ManagementPersonnel and Individualshaving Significant influenceover the companymentioned in B and Cabove | Total | ||||
|---|---|---|---|---|---|---|---|
| March 31,2021 | March 31,2020 | March 31,2021 | March 31,2020 | March 31,2021 | March 31,2020 | ||
| b. Balances as at the year end | |||||||
| Trade receivables | 0.02 | ** | - | - | 0.02 | ** | |
| Security deposit | - | - | 0.18 | 0.18 | 0.18 | 0.18 | |
| Trade payables and other liabilities | 0.81 | 0.15 | - | - | 0.81 | 0.15 |
** represents amount less than a lakh rupees.
Thermax Limited Notes to consolidated financial statements for the year ended March 31, 2021 (All amounts are in Rupees Crores, except per share data and unless stated otherwise)
F Related party transactions include transactions pertaining to the following parties with whom the percentage of the transactions are 10 % or more of the total of the above:
| Particulars | March 31,2021 | March 31,2020 |
|---|---|---|
| Transactions during the year | ||
| Sale of product and services | ||
| Marico Limited | 0.04 | 0.55 |
| Elgi Ultra Industries Limited | - | 0.13 |
| Purchase of raw material and components | ||
| Elgi Equipments Limited | 1.43 | 0.30 |
| Festo India Private Limited | 0.01 | 0.05 |
| Miscellaneous expense | ||
| The Akanksha Foundation | - | 0.01 |
| Remuneration to key management personnel | ||
| Mr. M. S. Unnikrishnan | 14.82 | 4.00 |
| Mr. Ashish Bhandari | 5.64 | - |
| Mr. Rajendran Arunachalam | 1.39 | 1.27 |
| Mr. Amitabha Mukhopadhyay | - | 1.26 |
| Donation | ||
| Thermax Foundation, India | 7.84 | 8.26 |
| Directors sitting fees | ||
| Mrs. Meher Pudumjee | 0.07 | 0.06 |
| Mr. Pheroz Pudumjee | 0.10 | 0.08 |
| Dr. Valentin A. H. von Massow | 0.07 | 0.06 |
| Dr. Jairam Varadaraj | 0.09 | 0.07 |
| Mr. Nawshir Mirza | 0.11 | 0.06 |
| Mr. Ravi Pandit | 0.06 | 0.06 |
| Mrs. Rajani Kesari | 0.07 | 0.04 |
| Commission paid | ||
| Mrs. Meher Pudumjee | 0.45 | 0.45 |
| Mr. Pheroz Pudumjee | 0.20 | 0.20 |
| Dr. Valentin A. H. von Massow | 0.38 | 0.37 |
| Dr. Jairam Varadaraj | 0.20 | 0.20 |
| Mr. Nawshir Mirza | 0.35 | 0.35 |
| Mr. Harsh Mariwala | 0.25 | 0.25 |
| Mr. Ravi Pandit | 0.15 | 0.15 |
| Mrs. Rajani Kesari | 0.15 | 0.15 |
| Mr. M. S. Unnikrishnan | 1.60 | 1.60 |
| Rent paid | ||
| Mrs. Meher Pudumjee | 0.11 | 0.14 |
| Mrs. Anu Aga | 0.13 | 0.24 |
| Mr. Pheroz Pudumjee | 0.11 | 0.14 |
| Particulars | March 31,2021 | March 31,2020 |
|---|---|---|
| Trade receivables | ||
| Marico Limited | 0.02 | ** |
| Trade payables and other liabilities | ||
| Elgi Equipments Limited | 0.01 | 0.03 |
| Festo India Private Limited | - | 0.02 |
| Marico Limited | 0.80 | 0.10 |
| Security deposits | ||
| Mr. Pheroz Pudumjee | 0.18 | 0.18 |
** represents amount less than a lakh rupees.
G. Terms and conditions of related party transactions:
The sales to and purchases from related parties are assessed to be at arm's length by the management. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.
For the year ended March 31, 2021, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2020: Rs. Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
All outstanding balances are unsecured and repayable in cash.