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TT Limited

Corporate Governance

Corporate Governance Report for the year 2016-2017

(As required under Schedule V of the Listing Agreement, 2015 entered into with the Stock Exchanges)

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 whole time Director and 4 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 NO NIL - 1
Shri V.R Mehta 00051415 Non-Executive 4/4 NO 3 4 1
Shri Navratan Dugar 00197281 Non-Executive 4/4 Yes Nil 2 1
Shri Sanjay Kumar Jain 01736303 Managing Director 4/4 Yes 3 3 1
Smt. Jyoti Jain 01736336 Jt. Managing Dorector 4/4 NO Nil - 1
Dr. (Prof) V.K Kothari 00389048 Non-Executive 4/4 Yes Nil 1 1
Shri M.C. Mehta 00230409 Non-Executive 4/4 Yes Nil - -
Shri Sunil Mahnot 06819974 Whole Time Director 4/4 Yes Nil 1 -

During the financial year 2016-17 four Board of Directors Meetings were held on 11.05.2016, 27.07.2016, 10.11.2016 and 10.02.2017.

3. Board Committee :

(i) Board Committee, their composition and terms of reference are provided as under:-

Name of Committee
Composition
Terms of Reference
Audit Committee
  • Shri Navratan Duagar, Chairman
  • Shri V. R. Mehta
  • Dr. (Prof.) V. K. Kothari
  • Shri Sanjay Kumar Jain
  • The role of the Audit Committee is as per Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Agreement, 2015
  • The Vigil Mechanism of the Company, which also incorporates a whistle blower 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 Policy on Vigil mechanism and Whistle Browser Policy as approved by the Board may be accessed on the Company’s website www.ttlimited.co.in
  • The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: www.ttlimited.co.in
Nomination and Remuneration Committee
  • Dr.(Prof.)V.K.Kothari, Chairman
  • Shri V. R. Mehta
  • Shri Navratan Dugar

 

  • Formulated and recommended Nomination and Remuneration policy
  • The Nomination & Remuneration Policy including the criteria for determining qualification, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Comanies Act, 2013
  • Nomination and Remuneration Policy of the Company forms part of the Board Report.
Corporate Social Responsibility Committe
  • Shri Rikhab C. Jain, Chairman
  • Shri Sanjay Kumar Jain
  • Shri V. R. mehta
  • Formulated and recommended CSR Policyof the Companyindicating CSR activities proposed to be undertaken by the Company pursuant to provisions of schedule VII of the Company Act, 2013 read swith CSR rules, 2015. the CSR Policy ay be accessed on the Company Website at the link: www.ttlimited.co.in
  • Reconnebded expenditure to be incurred for CSR activities / project and ensures effective monitoring of CSR policy of the Company from time to time.
  • The Annual Report on CSR activities undertaken by the Company forms part of the Board Report.
Stakeholder Relationship Committee
  • Shri V. R. Mehta, Chairman
  • Shri Sanjay Kumar Jain
  • Shri Sunil Mahnot
  • The Committee reviews and ensures redressel of investor grievances.
  • The Committee noted that during the year the Company recieved 25 complaints related to non-receipt of dividend and annual report etc. All the compalits have been duly resolved by the Company and there is no pendency in respect of shares received for transfer during 2016-17 except those tht are disputed / sub-judice.
Risk Management Committee
  • Shri Sanjay Kumar Jain, Chairman
  • Shri V. R. mehta
  • Shri Navratan Dugar
  • Shri Rikhab C. Jain
  • The Risk Management Committee has formulated Risk Management Policy of the Company which aims to maximize opportunities in all activities and to minimise adversity.
  • The Risk managment framework includes identifying type of risks and its assessment, risk handling, monitoring and reporting which in the opinion of the Board may threaten the existence of the Company.
  • The Risk Management Policy may be accessed on the Company's website www.ttlimited.co.in

Mrs. Reetika Mahendra Rathore (ACS 48493), Company Secretary and Compliance Officer is the Secretary of all Board Committees constituted under the Companies Act, 2013 and Listing Agreement.

(ii) Meetings of Board Committees held during the year and Director's attendence

Board Committee
Audit
CSR
Nomination & Remuneration
Stakeholder Relationship
Risk Management
Meetings Held
4
1
3
4
1
Shri Rikhab C. Jain
N.A.
1
N.A.
N.A.
N.A.
Shri V. R. Mehta
4
1
3
4
1
Dr. (Prof.) V. K. Kothari
4
N.A.
3
N.A.
N.A.
Shri Navratan Dugar
4
N.A.
3
N.A
1
Shri Mahesh Mehta
N.A.
N.A.
N.A.
N.A.
N.A.
Shri Sanjay Kumar Jain
4
1
N.A.
4
1
Smt. Jyoti Jain
N.A.
N.A.
N.A.
N.A.
N.A.
Shri Sunil Mahnot
N.A.
N.A.
N.A.
4
N.A.

N.A.: Not a member of the Committee

(iii) Performance Evaluation criteria for Independent Directors

Pursuant to the provision of the Regulation 17(10) of SEBI LODR 2015, Nomination and Remuneration Committee has set out that the evaluation of performance of Independent Directors should be on the basis of Qualitative Assessment.

Board of Directors has evaluated the performance of Independent Directors on the criteria laid down by Nomination and Remuneration Committee.

4. Director's Remuneration :

i) Chairman / Managing Director / Executive Directors:

The Company pay remuneration to Chairman, Managing Director, Joint Managing Director and Executive Directors as approved by the Board of Directors and the Members of the Company in the General Meeting.

Name
Designation
Salary (Rupees in Lacs.)
Shri Rikhab C. Jain Chairman 36.00
Shri Sanjay Kumar Jain Managing Director 96.00
Smt. Jyoti Jain Jt. Managing Director 72.00
Shri Sunil Mahnot Whole Time Director 22.32

In view of inadequacy of profit, Shri Rikhab C. Jain, Chairman has forgone 50 of his salary for six months period from October, 2016 to March, 2017.

ii) Non-Executive Director

Non-Executive Directors have not been paid any remuneration except sitting fees for attending Board & Committee Meetings.

The detail of sitting fees paid to the Non-Executive Directors during the Financial Year 2016-17 is given hereunder:-

Name of Director
Sitting Fee (in Rs.)
Shri V. R. Mehta
1,80,000
Dr. Prof. V. K. Kothari
1,50,000
Shri Navratan Dugar
1,65, 000
Shri Mahesh Mehta
67500

5. General Body Meeting:

A. Location, time and any special resolutions passed in last three Annual General Meetings are given below:

Financial Year
Date
Time
Venue
Whether Any Special Resolution Passed at AGM and (No. of such Resolution passed)
2013-2014 03.09.2014 11 A.M. Talkatora Indoor Stadium, New Delhi Yes (1)
2014-2015 09.09.2015 11 A.M. Talkatora Indoor Stadium, New Delhi Yes (4)
2015-2016 14.09.2016 11 A.M. Talkatora Indoor Stadium, New Delhi Yes (3)

B. SPECIAL RESOLUTION PASSED AT 37th ANNUAL GENERAL MEETING

Following Special Resolution were passed at 37th AGM held on 14th September, 2016.

1) Increase in Borrowing Power / Limits

2) Creation of Charge

3) Reappointment of Smt. Jyoti Jain as Jt. Maanaging Director

All aforesaid resolutions were passed through e-voting & paper ballot with requisite majority. E-voting & paper ballot process for 37th AGM was conducted by Scrutinizer M/s Deepak Kukreja & Associates, Company Secretary in Practice.

6. Disclosure

A. 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.39 of Notes to the accounts.

B. Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Agreement our company has established Whistle Blower Policy/ Vigilance Mechanism for employee to report to the management instances of unethical behavior , actual or suspected fraud or violation of the law and to formulate a policy for the same.

7. 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. The information submitted to stock exchanges are also available on company's website www.ttlimited.co.in.

8. General Shareholder Information

A. Annual General Meeting

Date and Time : 13th September, 2017 at 11 A.M.

Venue : Talkatora Indoor Stadium, New Delhi

B. Financial Calendar

The Company follows April-March as its financial year. The result for every quarter beginning from April is declared within 45 days of end of quarter except for the last quarter for which the result were declared within 60 days of end of quarter as permitted under the listing agreement.

C. Book Closure Dates

8th September, 2017 to 13th September, 2017 (both days inclusive)

D. Dividend Payment Date

Company has not declared any dividend for F.Y. 2016-17

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). Your company had duly made the payment of annual listing fee to NSE and BSE within stipulated time period.

Stock Code at the NSE is TTL and BSE is 514142

Demat ISIN number is NSDL and CDSL is INE592B01016

F. Market Price Date

The Monthly highand low quotations of share traded on the Stock Exchange, Mumbai is as follows:-

Month
Share Price
BSE Sensex
High (Rs.)
Low (Rs.)
High (Rs.)
Low (Rs.)
April, 2016 57.35 48.65 26100.54 24523.20
May, 2016 55.40 45.05 26837.20 25057.93
June, 2016 53.95 43.90 27105.41 25911.33
July, 2016 55.65 47.00 28240.20 27034.14
August, 2016 53.90 44.05 28532.25 27627.97
September, 2016 48.95 44.00 29077.28 27716.78
October, 2016 54.90 44.50 28477.65 27488.30
November, 2016 57.10 39.10 28029.80 25717.93
December, 2016 51.20 43.20 26803.76 25753.74
January, 2017

52.00

44.20 27980.39 26447.06
February, 2017 56.85 48.05 29065.31 27590.10
March, 2017 62.20 52.55 29824.62 28716.21

G. Registrar And Share Transfer Agenents

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, 2017

Numbers of Equity Shares Held
Shareholders
Share Amount
Number
% agre of to total
Rs.
% age
1 to 5000
19894
90.66
31146730
14.48
50001 to 10000
1159
5.28
9336190
4.34
10001 to 20000
454
2.06
6853130
3.18
20001 to 30000
155
0.70
3985620
1.85
30001 to 40000
63
0.28
2326060
1.08
40001 to 50000
55
0.25
2555470
1.18
50001 to 100000
87
0.39
6531250
3.03
100001 to above
75
0.34
152246050
70.81
TOTAL
21942
100.00
214980500
100.00

I DEMATERIALISATION OF SHARES AND LIQUIDITY

About 89.76% of the shares have been dematerialized as on 31st March 2017 representing 19297463 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.

K PLANT LOCATIONS:

Company’s Plants are located at Gajroula (U.P.), Avinashi Distt. Tirupur (T.N.), Jamanvada Dist. Kutch (Gujrat) ,and Rajula, Distt. Amerli (Gujarat).

L 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:

E mail: This email address is being protected from spambots. You need JavaScript enabled to view it. or Website: www.ttlimited.co.in

Register and 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., website : www.beetalfinancial.com

9. Legal Compliance & Reporting:

As required under Regulation 17 (8) of the Listing Agreement, 2015 the Board periodically reviews compliances of various laws applicable to the Company.

The Managing Director and Director (Finance) of the Company give (a) annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of Listing Regulations. (b) quarterly certification on financial result to the Board in terms of listing Regulations.

AUDITOR'S CERTIFICATE

To

The Members of

T. T. Limited

We have reviewed the implementation of Corporate Governance procedures by TT Limited ("the Company") during the year ended 31st March, 2017, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination is neither an audit nor an expression of opinion on the financial statements of the Company.

On the Basis of the above and according to the information and explanations given to us, in our opinion, the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in SEBI (Listing obligation and disclosure Requirements) Regulations, 2015.

We further state that our examination of such compliance is neither an assurance as to the viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For DOOGAR & ASSOCIATES

Chartered Accountants

Firm Regn. No. 000561N

(MUKESH GOYAL)

Partner

M. No.:081810

place: New Delhi

Date: 29.05.2017

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