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:

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:-

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

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.

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:-

5. General Body Meeting:

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

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:-

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 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, 2017

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: investors@ttlimited.co.in 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 : Beetal@Beetalfinancial.com, 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.

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