Corporate Governance

Corporate Governance Report for the year 2018-2019

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

1. A BRIEF STATEMENT ON 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	Attendance last AGM attended	No. of other Directorship	No. of Shareholding	Committee Membership
Name of Director Din	Category of Directorships	No. of Board meetings	Attendance last AGM attended	No. of other Directorship	No. of Shareholding	Member Chairman

1 Dr. RIKHAB C. JAIN 01736379	CHAIRMAN	4/4	NO	NIL	8460206	—	1
2 SHRI V. R. MEHTA 00051415	INDEPENDENT NON – EXECUTIVE	4/4	YES	2	NIL	4	1
3 SHRI NAVRATAN DUGAR 00197281	INDEPENDENT NON – EXECUTIVE	1/4	NO	NIL	11560	2	1
4 SHRI SANJAY KR JAIN 01736303	M/DIRECTOR	4/4	YES	7	482377	3	0
5 SMT. JYOTI JAIN 01736336	JT.M/DIRECTOR	2/4	YES	NIL	1700150	—	—
6 DR. (PROF.) V. K. KOTHARI 00389048	INDEPENDENT NON – EXECUTIVE	4/4	YES	NIL	1200	2	1
7 SHRI M.C. MEHTA 00230409	INDEPENDENT NON – EXECUTIVE	4/4	YES	NIL	500	2	—
8 SHRI SUNIL MAHNOT 06819974	WHOLE TIME DIRECTOR	4/4	YES	NIL	NIL	1	—

During the financial year 2018-19 four Board of Directors Meetings were held on 18.05.2018, 08.08.2018, 14.11.2018 and 14.02.2019.

The names of the listed entities where the person is a Director and the category of Directorship :- None of our Directors holding Directorship in any of the Listed entity.

Relationship Inter-se: # Except Sh. Rikhab Chand Jain, Chairman of the Company, Smt. Jyoti Jain, Daughter of Sh. Rikhab Chand Jain and Sh. Sanjay Kumar Jain, Son in law of Sh. Rikhab Chand Jain, none of the Directors of the Company are related to any other Director of the Company.

Familiarisation programme for Independent Directors:- The details of the Familiarisation Programme conducted for the Independent Director of the Company are available on the Company’s website at the link http://www.tttextiles.co.in/investor/company-policies/

A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following :- The Company requires skills/expertise/competencies in the areas of strategy, finance, accounting, economics, legal and regulatory matters, mergers and acquisitions, the textile operations of the Company’s businesses to efficiently carry on its core businesses such as to carry on the business of textiles processing, textile, fibre making, combing, spinning, weaving, processing units using any kind of natural or synthetic fibres such as cotton, wool, hemp, jute, nylon, polyster, silk and rayon. All the above required skills/expertise/competencies are available with the Board.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, strategic guidance, an objective and independent view to the Company’s management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board periodically evaluates the need for change in its composition and size.

Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided :-

Sh. Navratan Dugar, and Sh. V. R. Mehta, Independent Directors of the Company had resigned w.e.f. 30th March, 2019. Sh. Navratan Dugar resigned due to health issues as well as attained the age of 75 years. Further Sh. V. R. Mehta resigned as he attained the age of 75 years.

There were no other material reasons other than those provided above.

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	a. Shri Navratan Dugar (Chairman) b. Shri V. R. Mehta c. Dr. (Prof.) V. K. Kothari d. Shri M.C. Mehta e. 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 at the link http://www.ttlimited.co.in/investor/corporate- news-announcements 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.tttlimited.co.in/investor/corporate-news-announcements.
Nomination and Remuneration Committee	Dr. (Prof.) V. K. Kothari, (Chairman) Shri V. R. Mehta Shri M.C. Mehta Shri Navratan Dugar	Formulated and recommended Nomination and Remuneration Policy. · The Nomination & Remuneration Policy includes Policy on Director’s appointment and remuneration including the criteria for determining qualification, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Companies Act, 2013. · Nomination and Remuneration policy of the Company forms part of the Board Report.
Corporate Social Responsibility Committee	a. Shri Rikhab C. Jain, (Chairman) b. Shri Sanjay Kumar Jain, c. Shri V. R. Mehta	• Formulated and recommended CSR Policy of the Company indicating CSR activities proposed to be undertaken by the Company pursuant to provisions of Schedule VII of the Companies Act, 2013 read with CSR rules, 2015. The CSR policy may be accessed on the Company’s website at the link: http://www.ttlimited.co.in/investor/corporate-social-responsibility • Recommended 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	a. Shri V. R. Mehta, (Chairman) b. Shri Sanjay Kumar Jain c. Shri Sunil Mahnot	The committee reviews and ensures redressal of investor grievances. • The Committee noted that during the year the Company received 02 complaints related to non-receipt of dividend, and annual report etc. All the complaints have been duly resolved by the Company and there is no pendency in respect of shares received for transfer during 2018-19 except those that are disputed / sub-judice.
Risk Management Committee	a. Shri Sanjay Kumar Jain (Chairman) b. Shri V.R. Mehta c. Shri Navratan Dugar d. 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 management 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 at the link: http://www.ttlimited.co.in/investor/corporate-news-announcements

Ms. Neha Lakhera (ACS 31978), 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 attendance

Board Committee	Audit	CSR	Nomination & Remuneration	Stakeholder Relationship	Risk Management
Meetings held	4	1	2	4	1
Shri Rikhab C. Jain	N.A.	1	N.A.	N.A.	N.A.
Shri V. R. Mehta	4	1	2	4	1
Dr. (Prof.) V. K. Kothari	4	N.A.	2	N.A.	N.A.
Shri Navratan Dugar	1	N.A.	1	N.A.	1
Shri Mahesh Chand Mehta	1	N.A.	2	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 DirectorsPursuant to the provision of the Regulation 17(10) of SEBI LODR 2015, the Nomination and Remuneration Committee, in its meeting held on 15th May, 2019, has laid down the criteria for evaluation of performance of Independent Directors. The performance evaluation of Independent Directors was done by the entire Board of Directors excluding the Director being evaluated and was adjudged

4. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A. The Remuneration of each of the Executive Directors of the Company for the Financial Year 2018-19:-

(Rs. in Lakhs)

Name Designation	Salary	Perquisites and allowances	Retirement Benefits	Gross Remuneration
Sh. Rikhab Chand Jain Chairman	NIL	NIL	NIL	NIL
Sh. Sanjay Kumar Jain Managing Director & CEO	96.00	NIL	0.22	Rs.96.22
Smt. Jyoti Jain Jt.Managing Director	72.00	NIL	8.64	Rs. 80.64
Sh. Sunil Mahnot Director (Finance) & CFO	20.16	5.04	2.42	Rs. 27.62

B. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2018-19 :-

S. No.	Nature of Directorship Held & Name of Director	Ratio of Median Remuneration
1.	Executive Director
a)	Shri Rikhab C. Jain, Chairman	Nil
b)	Shri Sanjay Kumar Jain, Managing Director	66:1
c)	Smt. Jyoti Jain, Jt. Managing Director	55:1
d)	Shri Sunil Mahnot, Director(Finance)	19:1

2.	Non Executive Director
a)	Shri V. R. Mehta, Independent Director	Nil
b)	Shri Navratan Dugar, Independent Director	Nil
c)	Dr. (Prof.) V. K. Kothari, Independent Director	Nil
d)	Shri Mahesh Mehta, Independent Director	Nil

C. The percentage increase in remuneration of each Director, CFO, Secretary, of any, in the Financial Year 2018-19:-

S. No.	Name of KMP	% Increase in Remuneration
1.	Shri Rikhab C. Jain, Chairman	Nil
2.	Shri Sanjay Kumar Jain, Managing Director	Nil
3.	Smt. Jyoti Jain, Jt. Managing Director	Nil
4.	Shri Sunil Mahnot, Director(Finance)	5%
5.	Shri V. R. Mehta, Independent Director	Nil
6.	Shri Navratan Dugar, Independent Director	Nil
7.	Dr. (Prof.) V. K. Kothari, Independent Director	Nil
8.	Shri Mahesh Mehta, Independent Director	Nil
9.	Ms,Neha Lakhera, Company Secretary	Nil

D. The Percentage Increase in the median Remuneration of Employees in the Financial Year 2018-19:-There was increase of 5% in the median remuneration of employees in the financial year 2018-19.

E. The number of permanent employees on the rolls of the Company:- 764

F. Average percentile increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration:- The average increase in salaries of employees other than managerial personnel in 2018-19 was 5%, Percentage increase in managerial remuneration for the year was 5%.

G. Affirmation that the remuneration is as per the remuneration policy of the Company:- The Company remuneration policy is driven by the success and performance of the individual employees and the Company. The Company affirms remuneration is as per the remuneration policy of the

5. DETAIL OF SITTING FEES PAID TO NON EXECUTIVE DIRECTORS:-

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 2018-19 is given hereunder:-

Name of Director	Sitting Fee(in Rs.)
Shri V. R. Mehta	2,00,000
Dr. Prof. V. K. Kothari	1,75,000
Shri Navratan Dugar	65,000
Shri Mahesh Chand Mehta	1,75,000

6. GENERAL BODY MEETINGS

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)
2015-2016	14.09.2016	11 A.M.	Talkatora Indoor Stadium, New Delhi.	Yes (3)
2016-2017	13.09.2017	11 A.M.	Talkatora Indoor Stadium, New Delhi.	No
2017-2018	08.08.2018	11 A.M.	Sri Sathya Sai Auditorium, New Delhi.	No

No Special Resolution passed last year through postal ballot

7. DISCLOSURES

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 33 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

C. The Board of Directors confirms that all the Independent Directors fulfill the conditions specified by Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and are Independent of the

D. The Company has complied with all the applicable requirements specified in Regulation 17 to 27 and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

8. 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.

1. GENERAL SHAREHOLDER INFORMATION

A ANNUAL GENERAL MEETING

Date and Time : 25th September, 2019 at 11 A.M.

Venue : Sri Sathya Sai Auditorium,Lodhi Road, Bhishm Pitamah Marg, New Delhi, Delhi 110003

B FINANCIAL CALENDAR

The Company follows April-March as its financial year. The results for every quarter beginning from April is declared as under:-

QUARTER	DATE OF DECLARATION OF RESULTS
APRIL – JUNE	8^TH AUGUST, 2018
JUL – SEP	14^TH NOVEMBER, 2018
OCT – DEC	14^TH FEBRUARY, 2019
JAN – MARCH	15^TH MAY 2019

C. BOOK CLOSURE DATES

19th September, 2019 to 25th September, 2019 (both days inclusive)

D. DIVIDEND PAYMENT DATE

Company has not declared any divided for F.Y. 2018-19

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 in NSDL & CDSL is – INE592B01016

F. MARKET PRICE DATA

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

Month	Share Price		BSE Sensex
Month	High (Rs)	Low (Rs)	High	Low
April 2018	104.60	81.10	35213.3	32972.56
May 2018	94.05	79.65	35993.53	34302.89
June 2018	92.00	73.10	35877.41	34784.68
July 2018	92.00	74.50	37644.59	35106.57
August 2018	88.00	78.50	38989.65	37128.99
September 2018	83.00	60.60	38934.35	35985.63
October 2018	71.00	53.65	36616.64	33291.58
November 2018	72.00	61.25	36989.22	34303.38
December 2018	68.55	55.90	36554.99	34426.29
January 2019	96.70	58.55	36701.03	35375.51
February 2019	61.25	49.10	37172.18	35287.16
March 2019	66.20	50.50	38748.54	35926.94

G. REGISTRAR AND SHARE TRANSFER AGENTS

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

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, 2019)

Numbers of Equity Shares Held	Shareholders		Share amount
1 to 5000	Numbers	% age to Total	Rs.	% age
1 to 5000	14450	89.05	22860140	10.63
5001 to 10000	949	5.84	7494680	3.48
10001 to 20000	404	2.48	6038900	2.80
20001 to 30000	135	0.83	3468830	1.61
30001 to 40000	62	0.38	2229940	1.03
40001 to 50000	55	0.33	2576090	1.19
50001 to 100000	102	0.56	6794280	3.16
100000 & Above	79	0.48	163517640	76.06
TOTAL	16226	100.00	214980500	100.00

I. DEMATERIALISATION OF SHARES AND LIQUIDITY

About 93.76% of the shares have been dematerialized as on 31st March 2019 representing 20156262 shares and balance shares are held in physical form.

J. SECRETARIAL AUDIT

A qualified practicing Company Secretary M/s. DMK Associate 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:

T T LIMITED 879, Master Prithvi Nath Marg, Karol Bagh, New Delhi 110005. Ph.: 45060708

E mail: investors@ttlimited.co.in or Website: www.ttlimited.co.in

Registrar and Transfer Agenet:

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, website : www.beetalfinancial.co.

M. CREDIT RATING

Company has got the Bank Long rating done from CARE Limited. Current rating assigned is BB.

N. DETAILS OF FEES PAID/PAYABLE TO THE STATUTORY AUDITORS :-

Particulars	Amount (in Rs)
Statutory Audit*	9,00,000
Limited review/Certification/Reimbusement of Exp	1,25,000

10. 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.

11. OTHER DISCLOSURES

Disclosure in relation to Sexual Harassment Of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

No. of Complaints filed during financial year	No. of Complaints disposed off during financial year	No. of Complaints pending as on the end of the financial year
NIL	NIL	NIL

DECLARATION

I, Sanjay Kumar Jain, Managing Director T T Limited declare that all Board Members and Senior Management Personnel have affirmed compliance with ‘Code of Conduct for Board & Senior Management Personnel’ for the year ended 31st March, 2019.

Place: New Delhi sd/-

Dated: May 15, 2019 Sanjay Kumar Jain

Managing Director

AUDITOR’S CERTIFICATE

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, 2019, 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.

Place New Delhi Date 15th May, 2019 For R. S. Modi & Co. Chartered Accountants Firm’s Registration No. 007921N Sd/- RAVINDRA MODI Partner Membership No. 084428 COMPLIANCE CERTIFICATE

Pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015

The Board of Directors T T Limited

Pursuant to the provisions of Regulation 17(8) of the Listing Regulations, we hereby certify that :

a) We have reviewed the financial statements and cash flow statement for the financial year 2018-2019 and to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and

b) To the best of our knowledge and belief, no transactions entered into by the Company during the year 2018-2019 Which are fraudulent, illegal or violative of the Company’s code of

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee :

i) significant change in internal control over financial reporting during the Financial year 2018-19;

ii) significant change in accounting policies during the Financial year 2018-19 and that the same have been disclosed in the notes to the financial statements; and

iii) Instances of significant fraud with involvement therein of the management or any employee having a significant role in the Company’s internal control system over financial

Sd/- Sd/-

New Delhi Sanjay Kumar Jain Sunil Mahnot

15-05-2019 Managing Director Whole Time Director & CFO

Corporate Governance

Corporate Governance Report for the year 2018-2019

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