CORPORATE GOVERNANCE REPORT FOR THE YEAR 2010-2011
(As required under Clause 49 of the listing agreement entered into with the Stock Exchange)
Your Directors have pleasure in presenting the Thirty
First Annual Report of the Company together with the Audited
Accounts for the year ended March 31, 2010.
1. A BRIEF STATEMENT OF COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :
Corporate
Governance is a set of systems and practices to ensure that the
affairs of the Company are being managed in a way which ensure
accountability, transparency, fairness in all its transactions
in the widest sense and meet its stakeholders aspirations and
societal expectations.
The company
firmly believes in good Corporate Governance. The Company, while
conducting its business has been upholding the core values of T.T.’s i.e. transparency, integrity, honesty, accountability and
compliance of laws. The company continuously endeavour to
improve on these aspects on an ongoing basis.
2. BOARD OF DIRECTORS :
The Board of
Directors comprises Chairman & Managing Director, 2 Executive
Director and 3 non-Executive Directors. During the year 5 Board
Meetings were held. The composition of Board of Directors and
their attendance at the meeting during the year and at the last
Annual General Meeting as also number of other
Directorships/Memberships of Committees are as follows:
Name of Director
Category of Directorships
No. of Board Meetings Attended
Attendance Last AGM
No. of other Directorship
Committee Membership
Member
Chairmen
Dr. Rikhab C. Jain
Chairman
5
Yes
1
1
-
Shri V.R Mehta
Non-Executive
5
Yes
3
2
-
Shri Navratan Dugar
Non-Executive
5
Yes
Nil
1
1
Shri Sanjay Kumar Jain
Managing Director
5
Yes
1
1
-
Smt. Jyoti Jain
Jt. Managing Dorector
5
Yes
Nil
-
-
Dr. (Prof) V.K Kothari
Non-Executive
4
Yes
Nil
1
2
3. AUDIT COMMITTEE :
The audit committee
are well versed in finance, accounts and company law matters and general business practices.
The composition of the audit committee is as under : A. Shri Navratan Dugar - Committee Chairman B. Dr.(Prof) V.K. Kothari C. Shri V.K. Mehta D. Shri Sanjay Kumar Jain
The Primary
function of the Audit Committee is to assist the Board of Directors
in fulfilling its responsibilities by reviewing the financial
reports and other financial information provided by the Company to
any Govt. body or to the investors or the public; the Company’s
system of Internal controls regarding finance, accounting and legal
compliances that Management and the Board have established.
The terms of a reference of the Audit Committee include:
a) To review financial statements and pre publication announcements before submission to the Board.
b)To Ensure Compliance of Internal Control System and action taken on internal audit reports.
c) To apprise the Board on the impact of accounting policies, accounting standard and legislation.
d) To hold periodical discussions with statutory auditors on the scope and content of the audit.
e) To review the company's financial and risk management policies.
During the financial year 2009-2010 four Audit Committee Meetings were held on
30.06.2009, 31.07.2009,30.10.2009 and 29.01.2010.
4. REMUNERATION OF DIRECTORS:
The remuneration of Executive Directors is decided by the Board of Directors as per the remuneration policy of the company within the ceiling fixed by the shareholders. The company has no pecuniary relationship or transaction with its non-executive Directors other than payment of sitting fee to them for attending Board and Committee meetings. Given below are the details of actual payments made to the Directors for the period 1.04.2010 to 31.03.2011.
Name of Director
Category of Directorships
Remuneration paid / payable from 1.04.2005 to 31.03.2006
The Shareholder's/Investor's Grievance Committee
consists of three Directors. Dr. (Prof.) V.K. Kothari, Director heads this Committee. The Committee meets at frequent intervals to consider, interalia, share transfer, shareholder's complaints etc. Shri Sunil Mahnot, Vice President(Finance) & Company Secretary is the compliance officer.
6. GENERAL BODY MEETINGS :
Location and time where last three Annual General Meetings were held are given below :
FINANCIAL YEAR
DATE
TIME
VENUE
2007 - 2008
24.09.2008
11 A.M.
Siri Fort Auditorium, New Delhi
2008 - 2009
30.09.2009
11 A.M.
Siri Fort Auditorium, New Delhi
2009 - 2010
01.09.2009
11 A.M.
Siri Fort Auditorium, New Delhi
During the year
Company has taken approval from Shareholders through Postal Ballot
for disposal of its Ginning Factory and Oil Mill located at Gondal
and Rajula (Gujarat). Resolution was approved by Shareholders with
99.95% votes in favour of the resolution.
No special
resolutions on matter requiring postal ballot are placed for
shareholder’s approval at this meeting.
7. DISCLOSURES :
There are no material significant related party transactions which may have potential conflict with the interest of the company at large. However, attention is drawn to point No.13 of Schedule 14B to accounts.
8. MEANS OF COMMUNICATION :
The quarterly,
half yearly and full year results are published in national
newspapers and the company is also providing regular information
to the Stock Exchanges as per the requirements of the Listing
Agreements. SEBI / Stock Exchanges has never imposed any penalty
on the company for violation of any law / agreement.
9. LEGAL
COMPLIANCE & REPORTING:
As required under
Clause 49 of the Listing Agreement, the Board periodically reviews
compliances of various laws applicable to the Company.
10.
GENERAL SHAREHOLDER INFORMATION
A
ANNUAL
GENERAL MEETING
Date
and Time : 28th September, 2011 at 11
A.M.
Venue : Talkatora Indoor Stadium, New
Delhi.
B FINANCIAL CALENDAR
The Company
follows April-March as its financial year. The results for every
quarter beginning from April is declared in the month following the
quarter except for the last quarter for which the results were
declared in May as permitted under the listing agreement.
C DATE OF BOOK CLOSURE
23rd
September, 2011 to 28th September, 2011 (both days
inclusive)
D
LISTING ON STOCK EXCHANGES
The
Company’s shares are listed on The National Stock Exchange of India
Ltd (NSE) and Bombay Stock Exchange Ltd (BSE).
Stock code at
the NSE is TTL and BSE is 514142.
Demat ISIN Number
in NSDL & CDSL is – INE 592B01016
E
MARKET PRICE DATA
The monthly high
and low quotations of shares traded on the Bombay Stock Exchange
Limited, Mumbai is as follows:
Applications for
transfer of shares held in physical form are received at the Regd.
Office of the Company as well at the office of the Registrar and
Share Transfer Agents of the Company. All valid transfers are
processed and effected within 15 days from the date of receipt.
Shares held in
the dematerialised form are electronically traded by Depository
Participants and the Registrar and Share Transfer Agents of the
Company periodically receive from the Depository Participants the
beneficially holdings so as to enable them to update their records
and to send all corporate communications.
G.
Distribution of share holding (as on 31st March, 2011)
Numbers
of Equity Shares Held
Shareholders
Share
Amount
Numbers
% age
to Total
Rs.
% age
1 to 500
22563
89.53
36983060
17.2030
501 to
1000
1480
5.87
11969220
5.5676
1001 to
2000
613
2.43
9404620
4.3746
2001 to
3000
195
0.77
4998080
2.3249
3001 to
4000
76
0.30
2730420
1.2701
4001 to
5000
72
0.29
3464750
1.6117
5001 to
10000
125
0.50
9292590
4.3225
10000 &
Above
77
0.31
136137760
63.3256
TOTAL
25201
100
214980500
100
H
DEMATERIALISATION OF SHARES AND LIQUIDITY
About 86.57% of
the shares have been dematerialized as on 31st March 2011
representing 18610409 shares and balance shares are held
in physical form.
I
SECRETARIAL AUDIT
A qualified
practicing Company Secretary carried out a Secretarial Audit on
quarterly basis to reconcile the total Share Capital with National
Securities Depository Limited (NSDL), Central Depository Services
Limited (CDSL) and the total issued and listed capital. The audit
confirms that the total issued/paid-up capital is in agreement with
total number of shares in physical forms and total number of
dematerialized shares held with NSDL & CDSL.
J PLANT
LOCATIONS:
Company’s Plants
are located at Gajroula (U.P.), Avinashi Distt. Tirupur (T.N.),
Dharampura Dist. Tirupur (T.N.), Gondal (Gujarat) and Rajula
(Gujarat).
K
ADDRESS FOR CORRESPONDENCE:
For any
assistance regarding dematerialistion of shares, shares transfer,
transmissions, change of address or any other query relating to
shares, please write to:
T T LIMITED 879,
Master Prithvi Nath Marg, Karol Bagh New Delhi – 110005. Ph.:
4506078 Fax: 45060741 E-mail:
investors@tttextiles.com
OR
M/S
Beetal Financial & Computer Services Pvt Limited, 99, Madangir,
Behind Local Shopping Centre, New Delhi – 110062., Telephone No(S)
011-29961281, Fax : 011-29961284, E-Mail :
Beetal@Beetalfinancial.Com