As on: May 09, 2025 12:54 PM
TO THE MEMBERS
Your directors have pleasure in presenting the 44th (Forty Forth) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2023.
1. FINANCIAL RESULTS
Particulars
2. DIVIDEND
The Board has recommended no Dividend for the year under review.
3. REVIEW OF OPERATIONS
The year 2022-23, unfortunately, saw an unprecedented slowdown of demand for such a prolonged period in textiles globally along with some very steep movements in cotton prices and Indian cotton breaking all previous highs by more than 50% in a short period. After a great uptick in consumption and prices post Covid-19 we saw the worst possible slowdown in demand due to Ukraine Russia war, very high inflation globally, cotton fiber prices touching an all-time high (making Indian cotton at its peak one of the most expensive in the world), import duty on cotton, China slowdown due to Covid-19, forex crisis in Sri Lanka and Bangladesh, excessive pipeline inventory, etc.
The company saw its worst-ever turnover in more than a decade majorly due to external factors, which also resulted in exports vanishing for months on a trot, and even domestic demand was stagnant. Cotton yarn prices went up by 25% and then fell by 33%, which led to high volatility in the single-digit margin industry destroying not only demand but also margins. The steep increase in interest rates further burdened the company.
Unwontedly the company struggled to sell and pass on the increased cost to the market and the downturn in prices and it had to take a big hit on inventory valuation. The overheads could not fully be covered due to low turnover putting pressure on margins and forcing us to explore avenues of cost cutting though undesirable from a long-term perspective. The only silver lining was some good high-value-added sales of winter goods that helped it stay in the black in Q3 despite overall turnover being low. The Company ended the year with a turnover of Rs 203.03 Crore and a net loss of Rs 12.67 crores. This included Rs 3.83 Crores due to taxation re-computation for last year's asset sale transaction. However, the company still managed to reduce its debt by Rs 24.26 Crores.
Demand marginally improved from the end of Q3, and Q4 demand was better but still far off from normal levels. The prolonged period of slow demand has never been seen in the last decade and also crossed all expectations. The price levels of raw materials also stabilized in Q4 and are now range bound. The Company was left with no option but to cut down production and maintain a low level of activity considering the demand scenario and raw material volatility. Operations and purchases have picked up in Q4 as slowly but steadily demand is improving and the raw material prices fall has stopped. China is also slowly coming out of COVID and retail sales in the USA are seeing an up tick leading to the start of fresh purchase planning.
The Company has also reworked its dependence on cotton fiber and has shifted more of its fabric and garments to cotton/manmade blends to reduce the risk of its business due to cotton volatility. All new product development is around blends and performance fibers/yarns. The recent surge in cotton prices and consumer resistance to paying a higher price has sent a clear signal that India is still a price-conscious market especially in tier 2 and tier 3 towns and the budget for clothing is constrained due to lifestyle changes.
The continuous use of digitalization in life is also an important signal that the Company needs to connect more digitally with its distributors, retailers, and customers. The Company is continuously working on the same and recognizes the importance to embrace technological changes sooner than later.
4. FUTURE OUTLOOK
As shared above, the headwinds would stay for the first two quarters, though we surely see demand and consumption picking up domestically though export demand will still take a while to stabilize. The good news is that raw material prices are stable and company capacity utilization is picking up. The company's clear focus is on its branded garment sales of TT & HiFlyer apart from the value-added fabric segment. A lot of emphasis is being put on new products and strengthening its winter portfolio. Things have been extremely slow over the last year; however, the Company is fully confident that things are going to pick up and will see a sharp uptick in demand in the 2nd half of the year and the Indian consumption story is intact.
Further, the UK FTA though delayed is expected in 2023 plus significant progress is being made in Canada, and EU FTA talks.
New product development is all based on MMF performance fibers, better processing finishes, and enhanced consumer experience. However, all products would be keeping the basic principle of delivering value for money to the consumer and will not be reaching out to a small percentage of premium / elite consumers.
Dependence on cotton fiber is being slowly but steadily reduced especially in its casual wear range by using alternative fibers and finishes to ensure the consumer experience is not compromised in any fashion.
The Company would be using B2C and B2B E-commerce channels to foray into the weaker markets, by leveraging the existing network of these channels to ensure quicker and deeper penetration.
The Company in the last few years has gone through a bad phase due to various headwinds but luckily it is emerging with a stronger character and poise to build its growing knitted casual and active wear portfolio for all genders that have seen very good traction and demand. It sees a strong story of consumption and exports unfolding and the year 2022-23 was just setting off the unexpected good post-COVID performance. The most important change is the improved risk profile of the business, hence less volatility in earnings will be there and a more consistent growth trajectory can be expected.
5. MANAGEMENT DISCUSSIONS AND ANALYSIS
Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is presented as a separate section forming part of this report.
6. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
A separate report on Corporate Governance along with Auditor's Certificate on its compliance is annexed to this report. (Annexure D)
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Shri Amit Dugar (DIN No.09669701) has been appointed as an Independent Director w.e.f. 04thAugust, 2022 to fill vacancy caused due to sad demise of Sh. M C Mehta.
Sh. Sunil Mahnot, Director Finance (DIN: 06819974) retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for reappointment.
During the year Mrs. Jyoti Jain, Director (DIN: 01736336) has been appointed as Jt. Managing Director of the Company. During the year Mrs. Megha Jain has been removed from the post of the Company Secretary and in her place Mr. Pankaj Mishra has been appointed as the Company Secretary and complianceofficer of the Company. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation of the Listing Agreement.
8. KEY MANAGERIAL PERSONNEL
Following are the Key Managerial personnel of the Company as on 31st March, 2022:
9. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) is mentioned in the Corporate Governance Report.
10. POLICY ON REMUNERATION OF DIRECTORS, KMPs SENIOR MANAGEMENT PERSONNEL AND OTHER
EMPLOYEES INCLUDING CRITERIA ‘S AS DETERMINED BY NOMINATION AND REMUNERATION COMMITTEE
The remuneration paid to Directors is in accordance with the Nomination and Remuneration Policy of the Company formulated in accordance with Section 178 of Companies Act, 2013 read with Regulation 19 of
SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force.
Nomination and Remuneration Committee has formulated the criteria for determining the qualifications, positive attributes and independence of directors in accordance with Section 178 of Companies Act 2013 and recommended the same to the Board.
The Nomination and Remuneration Policy may be accessed on the Company's website at the link http:// www. tttextiles.co.in/investor/company-policies/ 11. BOARD OF DIRECTORS MEETING
During the year 6 Board Meetings and five Audit Committee Meetings were convened and held. Details of the same are noted in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed limit under the Companies Act, 2013.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed. b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 profit or loss of the company for that period. c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the annual accounts on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively g) No fraud has been reported by the auditors under Section 143(12) of Companies Act 2013 for the F.Y. 2022-23.
13. EVALUATION OF BOARD AND COMMITTEES AND DIRECTORS' PERFORMANCE
Pursuant to the provisions of the Company's Act. 2013 and Regulation 17(10) of the SEBI Listing Agreement, 2015, the Board has carried out an evaluation of its own performance, the performance of the directors individually and its committees for the financial year 2022-23.
Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory. Your Company has framed policy and criteria for evaluation of Executive Directors, Chairperson, and Independent Directors and has also devised criteria for Board of Directors as a whole and individual Committees of the board.
14. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ttlimited.co.in.
15. AUDIT COMMITTEE DISCLOSURES
A. Composition
During the year, the Audit Committee met five times in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. At present, the Committee comprises Shri Ankit Gulgulia, Independent Director, Shri Rahul Jain, Independent Director, Shri Puneet Vijay Bothra, Independent Director and Shri Sanjay Kumar Jain, Managing Director. Mr. Pankaj Mishra is Secretary of the Committee. The Board accepted all the recommendations made by the Audit committee.
B. Vigil Mechanism / Whistle Blower Policy
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, aims to provide a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman / Chairman of the Audit Committee in exceptional cases.
The policy of Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company's website at the link: http://www.ttlimited.co.in/investor/companypolicies 16. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code of conduct stipulates such formats as are deemed necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, recording of reasons for such decisions and for reporting level of holdings in securities at specified intervals determined as necessary to monitor compliance with these regulations. The Board is responsible for implementation of the Code.
AllBoard of Directors and the designated employees have confirmed compliance with the code.
Further the Board of Directors of the Company has adopted revised Code of practices & procedures for fair disclosure of unpublished price sensitive information, in compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
17. CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. Company has spent its CSR liability during previous financial year.
The Annual Report on CSR activities is annexed herewith as Annexure B.
18. RISK MANAGEMENT
The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity.
risk management allows the Company to:
u Embed the management of risk as an integral part of its business processes;
u Establish an effective system of risk identification, analysis and treatment
u Make informed decisions.
u Avoid exposure to significant reputational or financial loss;
u Assess the benefits and costs of implementation of available options and controls to manage risk. u Strengthen corporate governance procedures.
TTL adopts a systematic approach to mitigate various types of risks viz. Environmental, Business, Operational, Financial and others associated with accomplishment of objectives, operations, revenues and regulations. The Risk Management Policy may be accessed on the Company's website at the link: http://www.tttextiles. com/images/pdf/Riskmanagementpolicy18.pdf 19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company and Its compliances with operating systems, accounting procedure and policies at all locations of the Company.
20. TRANSFER OF DIVIDEND AND SHARES TO INVESTORS EDUCATION ANDPROTECTION FUND (IEPF)
During the year under review unclaimed Dividend for the F.Y. 2014-15 amounting to Rs.13,15,524/- was transferred to Investor Education and Protection Fund (IEPF) account.
21. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
23. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2023
In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies (Management and Administration) Rules, 2014, Annual Return in Form No. MGT – 7, is uploaded on the website at : -http://www.tttextiles.com/wp-content/uploads/2023/06/Annual-return-2023.pdf
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy Conservation continues to be an area of major emphasis in our Company. Efforts have been made to optimize the energy cost while carrying out manufacturing operations.
The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed as Annexure "A" herewith and forming part of this report.
25. RELATED PARTIES TRANSACTIONS
Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.tttextiles.co.in/investor/company-policies/ Your directors draw attention of the members to Note 34 of the standalone financial statement which sets out related party disclosures.
26. AUDITORS AND AUDITORS' REPORTS: Statutory Auditor:
At the Extra Ordinary General Meeting held on 30th December, 2022, M/s B S D & Co., New Delhi were appointed as Statutory Auditors of the Company to hold the office till the conclusion of 44th Annual General Meeting of the Company in 2023. Further, Statutory Auditor of the Company has submitted Auditor's Report on the Accounts of the Company for the Financial year ended on 31st March 2023. The Auditor's report is self-explanatory and requires no comments.
M/s B S D & Co., Statutory Auditor has expressed their unwillingness to continue as Statutory Auditor of the Company after conclusion of 44th Annual General Meeting.
Hence, Board of Directors at their meeting held on 17th May, 2023 has proposed to appoint M/s Doogar & Associates, Chartered Accountant as Statutory Auditor of the Company, subject to approval of shareholders at the ensuing Annual General Meeting to be held on 27th September, 2023, for a period of 5 years from conclusion of 44rd annual General Meeting till conclusion of 49th Annual General Meeting.
Secretarial Auditor
M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in their meeting held on 17th May, 2023 for the financial year 2023-24.
The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2023 which is annexed herewith as Annexure-C to this Report. Further in terms of Regulation 24A of the Listing Regulations the Secretarial Compliance Report is also submitted.
Cost Auditor
In view of the exit from yarn manufacturing activities, the provision for appointment of Cost auditor as per section 148 of the Companies Act, 2013 doesn't applicable on the Company.
27. PARTICULARS OF EMPLOYEES
Information as per Section 134 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the statement, which forms a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.
28. INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every women employee is treated with dignity and respect the company has in place a formal policy for prevention of sexual harassment at workplace and the Company has also constituted the Internal Complaint Committee in Compliance with the requirement of Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013.
30. SECRETARIAL STANDARDS
The Directors state that applicable secretarial standards have been duly followed by the Company.
31. GENERAL DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -
a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares and differential rights as to dividend, voting or otherwise. c. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
e. Company does not have any subsidiary.
f. There have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2023, and the date of this Report. There has been no change in the nature of business of the Company during the financial year ended on March 31, 2023.
32. ACKNOWLEDGEMENT
Your directors place on records their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future for your Company with confidence.
For and on behalf of the Board
Place: New Delhi Sd/-Dr. RIKHAB C. JAIN
CHAIRMAN Date: 17th May, 2023 DIN No. 0173679
ANNEXURE "A" TO THE DIRECTORS REPORT
Information pursuant to the Companies (Disclosure of Particulars) in the Report of the Board of Directors Rules, 2014.
A. CONSERVATION OF ENERGY: a) Energy Conservation measures taken: The company has, always been conscious of the need to conserve energy. The company is continuously identifying the scope for improving end use efficiency by evaluating the techno-economic viability of various energy conservation measures. b) Additional investments and proposals that have been taken are: i) In order to save power, Company has replaced normal tube lights with LED lights. ii) Company continuously upgrading its plant and machineries so that energy requirement of per unit production can be minimized. c) Impact of the measures of (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods: The impact of the measures taken above is that the same would result in reduction in energy consumption in future years and increase in productivity. d) Total energy consumptions, details as under
A. Power and fuel consumption
B RESEARCH AND DEVELOPMENT a) specific, areas on which R & D carried out by the Company: Research and Development has been carried out for quality improvement of company's products. b) Benefits derived as a result of the above R & D: The company was able to improve the quality of its readymade garments. c) Future plan of action: Continuous efforts are being made for quality improvement. d) Expenditure on R&D: The Company is not maintaining separate account for the expenditure incurred on R&D.
C. TECHNOLOGY ABSORPTION:
Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review your Company has exported goods worth Rs 4213.73 Lakhs. The details of foreign exchange earnings and outgo are given in the Notes to the accounts which form a part of the Annual Report.
For and on behalf of the Board Sd/-Place: New Delhi Dr. RIKHAB C. JAIN Date: 17.05.2023 CHAIRMAN
ANNEXURE "B" TO THE DIRECTORS REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSBILITY (CSR) ACTIVITIES (2022-23)
The CSR Committee comprises Sh. Rikhab C. Jain as the Chairman of the Committee and Shri Rahul Jain, Independent Director and Shri Sanjay Kumar Jain, Managing Director are members of the Committee. Company's CSR policy duly approved by Board is available on Company's Website www.ttlimited.co.in.
The Focus areas that emerged are Education, Health, Care, Sustainable livelihood and sports. Most of our CSR projects/ activities are carried out through the following four trusts: a) T T Charitable Trust b) Veerayatan –Vidyapeeeth c) Bhagwan Mahaveer Viklang Sahayata Samiti d) Sri Venkateswara Nithya Annadanam Trust-Tirupati
Company has spent its CSR liability during previous financial year.
To,
The Members,
M/s T T Limited
879, Master Prithvi Nath Marg, Opp. Ajmal Khan Park, Karol Bagh, New Delhi-110 005
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by T T Limited- CIN No. L18101DL1978PLC009241 (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 our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2023 (Audit Period) 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 along with Annexure 1 attached to this report:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB); (No FDI and ECB was taken and No ODI was made by the company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act') as amended from time to time: -a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;( hereinafter "SEBI LODR") c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the Audit Period); e) The Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Regulations, 2021; (Not applicable to the Company during the Audit Period); f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(Not applicable to the Company during the Audit Period); g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the Audit Period); h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit Period) and; i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period).
(vi) OTHER LAWS SPECIFICALLY APPLICABLE TO THE COMPANY AS IDENTIFIED BY THE MANAGEMNT a) Legal Metrology Act, 2009 and rules made thereunder; b) The Petroleum Act, 1934 and rules made thereunder; We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India (ii) The Listing Agreements entered into by the Company with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following:
1. The composition of the Board of Directors of the Company was not duly constituted as required under regulation 17(1) of SEBI LODR for the period from 11.04.2022 till 03.08.2022, on account of vacancy created in the office of an Independent Director due to the sad demise of Mr. MC Mehta on 11.04.2022. The NSE & BSE have levied a fine of Rs. 1,41,600/-(inclusive of 18% GST) each on the Company for the aforesaid non-compliance. Further as per the information provided, the company vides its letter 02.12.2022 has applied to NSE & BSE for waiver of the fines and on the date of this report, response from NSE & BSE is awaited.
2. As per rule 6 of IEPF (Accounting, Audit & Transfer) Rules, 2016, the company was required to inform, at the latest available address, the shareholder concerned regarding transfer of shares three months before the due date of transfer of shares and also simultaneously publish a notice in the leading newspaper in English and regional language having wide circulation informing the concerned that the names of such shareholders and their folio number or DP ID - Client ID are available on their website duly mentioning the website address. However, due date of transfers of shares by company was 16.10.2022 and the notice in the newspapers was given by the company on 28.08.2022.
Based on the information received and records maintained, we further report that
1. The Board of Directors of the Company is duly constituted with Executive, Non-Executive, Women and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Subject to as mentioned above.
2. Adequate notice of at least seven days was given to all directors to schedule the Board Meetings along with agenda and detailed notes on agenda and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
3. All decisions at Board Meetings are carried out with requisite majority and recorded in the minutes of the Meetings. Further as informed, any director in respect of resolutions passed in the Board meetings gave no dissent.
Based on the compliance mechanism established by the company and on the basis of the Compliance Certificate
(s) Issued by Director (Finance) and Unit Head(s) of the Company and taken on record by the Board of Directors at their meeting (s), we 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, the Company has not incurred any specific event/ action that can have major bearing on the Company's affairs in pursuance of above referred laws, rules, regulations, guidelines, standards etc.
FOR DMK ASSOCIATES COMPANY SECRETARIES
Date: 17.05.2023
Place: New Delhi (DEEPAK KUKREJA)
PARTNER
CP No. 8265 FCS No. 4140 PEER REVIEW No. 779/2020
UDIN: F004140E000324999
T T Limited
879, Master Prithvi Nath Marg, Opp Ajmal Khan Park, Karol Bagh, New Delhi-110 005
Sub: Our Secretarial Audit for the Audit Period of even date is to be read 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 audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules, and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
7. As per the information provided by the Company, there are no pending cases filed by or against the company which will have major impact on the company.