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TT Limited

Corporate Governance

Corporate Governance Report for the year 2013-2014

(As required under Clause 49 of the listing agreement entered into with the Stock Exchange) Your Directors have pleasure in presenting the Thirty Fifth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014.

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 executive Chairman, Managing Director, Jt. Managing Director and 3 non-Executive Directors. During the year 4 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 DIN Category of Directorships No. of Board Meetings Attended Attendance Last AGM No. of other Directorship Committee Membership
Member Chairman
Dr. Rikhab C. Jain 01736379 Chairman 4/4 Yes 1 1 -
Shri V.R Mehta 00051415 Non-Executive 4/4 Yes 3 2 -
Shri Navratan Dugar 00197281 Non-Executive 4/4 Yes Nil 1 1
Shri Sanjay Kumar Jain 01736303 Managing Director 4/4 Yes 1 1 -
Smt. Jyoti Jain 01736336 Jt. Managing Dorector 3/4 Yes Nil - -
Dr. (Prof) V.K Kothari 00389048 Non-Executive 4/4 Yes Nil 1 2

3. Audit Committee :

The members of the committee are well versed in finance, accounts and company law matters and general business practices.

The Company has re-constitued Audit Committee in terms of Companies Act, 2013. Committee members are as under:

A. Shri Navratan Dugar - Committee Chairman
B. Shri V.K. Mehta
C. Dr.(Prof) V.K. Kothari
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 Risk Management and Internal controls regarding finance, accounting and legal compliances that Management and the Board have established.

The terms of 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.

f) The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

During the financial year 2013-2014 four Audit Committee Meetings were held on 29.05.2013, 16.07.2013, 13.11.2013 and 29.01.2014 and all members of the committee attended the aforesaid meetings

The Audit Committee has recommended to the Board, the re-appointment of M/s Doogar & Associates, Chartered Accountants, as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting and the necessary resolution for their re-appointment as Statutory Auditors is placed before the shareholders at the 35th Annual General Meeting.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors in its meeting held on 21st May, 2014 constituted a Nomination and Remuneration Committee. Dr. (Prof.) V. K. Kothari, Non-Executive Independent Director is the Chairman of the Committee and Shri V. R. Mehta & Shri Navratan Dugar other two Independent Directors are members of the Committee. Shri Rikhab C. Jain, Chairman and Shri Sanjay Kumar Jain, Managing Director are permanent invitee to the Committee Meeting.

The terms of reference of the Committee, inter alia, includes (a) formulation of policy for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees and recommending the same to the Board and (b) identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria as per te policy approved by the Board. the policy of the Company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employees for their performance and contribution to the business.

During the year under review, matters of remuneration of executive directors were considered by the Board of Directors of the Company, with the interested executive director(s), not participating or voting. Further, the terms of remuneration of executive directors are approved by the shareholders at the Annual General Meeting. The remuneration of non-executive directors was decided by the Board of Directors as per the terms approved by the shareholders at the Annual General Meeting.

4. REMUNERATION OF DIRECTORS FOR 2013:

Name of Director Business Relationship with the Company
Sitting Fee Salary & Allowances (Rs. in Lacs) Total (Rs. in Lacs)
Dr. Rikhab C. Jain Chairman N.A. 48.00 48.00
Shri V.R Mehta None 0.90 -- 0.90
Shri Navratan Dugar None 0.90 -- 0.90
Shri Sanjay Kumar Jain Managing Director N.A. 48.00 48.00
Smt. Joyti Jain Jt. Managing Director N.A. 48.00 48.00
Dr. (Prof) V.K Kothari None 0.90 N.A. 0.90

5. Corporate Governance And Social Responsibility committee:

The Board of Directors of the Company at their meeting held on 21st May, 2014 constituted Corporate Governance Committee and Corporate Social Responsibility Committee. The Committee Overseas the corporate governance and corporate social responsibilities and other business related matters which may be referred by the Board or the Chairman, as and when deemed necessary, for the consideration and recommendation of the Committee. The powers and duties of the Committee includes acting as a consulting body to the Chairman and the Board on various matters related to Company's financial, commercial or industrial policy, corporate governance matters, corporate social responsibilities and made recommendations, if any, to the Board

The Committee comprises Shri Rikhab C. Jain, as the Chairman of the Committee and Shri V. R. Mehta, Independent Director and Shri Sanjay Kumar Jain, Managing Director are members of the Committee. Company, CSR Policy duly approved by Board is available on the Company's Website www.tttextiles.com

6. Stakeholder Relationship committee:

The Board of Directors of the Company at their meeting held on 21st May, 2014 constituted Stakeholders Relationship Committee. The Committee is entrusted with responsibility to resolve the grievances of security holders. The Committee comprises Shri V. K. Kothari as Chairman of the Committee and Shri V. R. Mehta and Shri Navratan Dugar are members of the Committee.

The Committee monitors and reviews the performance and service standard of the RTA of the Company and provides guidance to improve the service levels for investors.

6. General Body Meetings

Location and time where last three Annual General Meetings were held are given below :

FINANCIAL YEAR DATE TIME VENUE
2010 - 2011 28.09.2011 11 A.M. Talkatora Indoor Stadium, New Delhi
2011 - 2012 29.09.2012 11 A.M. Talkatora Indoor Stadium, New Delhi
2012 - 2013 18.09.2013 11 A.M. Talkatora Indoor Stadium, New Delhi

8. Special Resolution Passed by the Postal Ballot:

The Company has taken the approval from the Shareholders on 23rd December, 2013 through the passing of special resolution pursuant to the provisions of the Section 180(1) (d) of the Companies Act, 2013 and Section 293 (1) and Section 192A of the Companies Act, 1956 read with Companies passing of the resolution by postal ballot Rules, 201 for sell, transfer or otherwise dispose off the whole of the company's Wind Power Business which consists of 3 nos. Wind Power Turbine Generator based power plants located at Tamil Nadu.

9. Disclosures:

There are no materially significant related party transactions which may have potential conflict with the interest of the Company at large. However, attention is drawn to point no.35 of Notes to the accounts.

10. Means of Communication:

The quarterly, half yearly and full year results are published in national news papers 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.

11. Legal Compliance &amp Reporting:

As required under clause 49 of the Listing, the Board periodically reviews compliances of various laws applicable to the Company.

12. General Shareholder Information :

A Annual General Meeting
Date and Time : 3rd September, 2014 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.

CBook Closure Dates

29th August, 2014 to 3rd September, 2014 (both days inclusive)

D Dividend Payment Date

Dividend on Equity shares when approved will be made payable on Monday 8th September, 2014 to those shareholders who name stand on the Company's Register of Members on 3rd September, 2014.

E 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

F MARKET PRICE DATA

The monthly high and low quotations of shares traded on the Bombay Stock Exchange Limited, Mumbai is as follows:

MONTH BSE SENSEX
  High (Rs.) Low (Rs) High Low
April 2013 22.45 20.10 19622.68 18144.22
May 2013 23.00 18.10 20443.62 19451.26
June 2013 22.90 21.10 19860.19 18467.16
July 2013 22.00 20.00 20351.06 19126.82
August 2013 23.55 20.25 19569.20 17448.71
September 2013 22.05 19.50 20739.69 18166.17
October 2013 23.45 21.10 21205.44 19264.72
November 2013   24.10 211 18954.82
December 2010 24.10 22.00 21321.53 20137.67
January 2014 28.00 20.25 21409.66 20343.78
February 2014 24.65 20.00 21140.51 19963.12
March 2014 26.40 20.10 22467.21 20920.98
G Register and Share Transfer Agent

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 : This email address is being protected from spambots. You need JavaScript enabled to view it.

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.

H. Distribution of share holding (as on 31st March, 2014)
Numbers of Equity Shares Held Shareholders Share Amount
  Numbers % age to Total Rs. % age
1 to 5000 21491 90.26 34466260.00 16.03
5001 to 10000 1311 5.51 10553560.00 4.91
10001 to 20000 520 2.18 7862380.00 3.66
20001 to 30000 159 0.67 4068110.00 1.89
30001 to 40000 77 0.32 2804220.00 1.30
40001 to 50000 60 0.25 2817020.00 1.31
50001 to 100000 117 0.49 8921170.00 4.15
100000 & Above 75 0.31 143487780.00 66.74
TOTAL 23810 100 214980500 100
I Dematerialisation of Shares and Liquidity

About 88.95% of the shares have been dematerialized as on 31st March 2014 representing 19122886 shares and balance shares are held in physical form.

J Secretarial Audit

A qualified practicing Company Secretary M/s Deepak Kukreja & Associates 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.

KPlant 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).

L Address for correspondence:

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: This email address is being protected from spambots. You need JavaScript enabled to view it., Website: www.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 : This email address is being protected from spambots. You need JavaScript enabled to view it., Website: www.tttextiles.com

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