Corporate Governance Report for the year 2021-2022
(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 stakeholder’s 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 endeavor to improve on these aspects on an ongoing basis.
2. BOARD OF DIRECTORS:
The Board of Directors comprises Executive Chairman, Managing Director, Whole Time Director and 5non-executives Director. 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 & DIN||Category of Directorships||No. of Board meetings attended||Attendance at last
|No. of other Directorships||No. of Shareholding||Committee Membership|
|1||Dr. RIKHAB C. JAIN
|2||SHRI V R MEHTA*
|INDEPENDENT NON – EXECUTIVE||3/5||YES||2||NIL||5||1|
|3||SHRI SANJAY KR JAIN 01736303||MANAGING DIRECTOR||5/5||YES||3||549274||4||0|
|4||MS. JYOTI JAIN
|5||DR. (PROF.) V K KOTHARI*00389048||INDEPENDENT NON-EXECUTIVE||3/5||YES||NIL||1200||2||1|
|6||SHRI M.C. MEHTA**00230409||INDEPENDENT NON –EXECUTIVE||5/5||YES||NIL||100||2||2|
|7||SHRI SUNIL MAHNOT 06819974||WHOLE TIME DIRECTOR||5/5||YES||NIL||NIL||2||–|
|8||SHRI ANKIT GULGULIA
During the financial year 2021-22Five Board of Directors Meetings were held on 30.06.2021, 04.08.2021, 20.10.2021, 01.12.2021 and 19.01.2022.
*Resigned w.e.f. 20th October, 2021 **Expired on 11th April, 2022 *** Appointed as an Additional Director w.e.f. 20th October, 2021
The names of the listed entities where the person is a Director and the category of Directorship: – None of our Directors holding Directorshipin 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.
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 M. C. Mehta-Chairman(Expired on 11.04.2022)
Shri V.R. Mehta (Upto 20.10.2021)
Shri V. K. Kothari (upto 20.102.2021)
Shri Sanjay Kumar Jain
Shri Ankit Gulgulia (w.e.f. 11.05.2022)
Shri Rahul Jain (w.e.f. 20.10.2021)
Shri Puneet Bothra(w.e.f. 20.10.2021)
|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 (Upto 20.10.2021)
Shri V.R. Mehta (Upto 20.10.2021)
Shri Mahesh Chandra Mehta(Expired on 11.04.2022)
Shri Ankit Gulgulia Shri Rahul Jain(w.e.f. 20.10.2021)
|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||
Shri Rikhab C. Jain- Chairman Shri Sanjay Kumar Jain
Shri V.R. Mehta (Upto 20.10.2021)
Shri Rahul Jain(w.e.f. 20.10.2021)
|• 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.
|Stake Holders Relationship Committee||Shri V.R. Mehta (Upto 20.10.2021)
Shri Sanjay Kumar Jain
Shri Sunil Mahnot
Shri Puneet Vijay Bothra- Chairman (w.e.f. 20.10.2021)
|The committee reviews and ensures redressal of investor grievances.
The Committee noted that during the year the Company received 10 complaints related to non-receipt of dividend, and annual report etc and the same was resolved.
|Shri Rikhab C. Jain-Chairman
Shri Sanjay Kumar Jain
Shri V.R. Mehta (Upto 20.10.2021)
Shri Ankit Gulgulia
Shri Rahul Jain(w.e.f. 20.10.2021)
|• The Risk Management Committee has formulated Risk Management Policy of the Company which aims to maximize opportunities in all activities and to minimize 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
Mr. Sumit Jindal(ACS 24995), Company Secretary and Compliance Officer resigned w.e.f.12thNovember 2021and Mrs. Megha Jain(ACS 49799), was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 19thJanuary, 2022 . She 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|
|ShriRikhab C. Jain||N.A.||1||N.A.||N.A.||1|
|Shri V. R. Mehta||3||1||2||1||1|
|Dr. (Prof.) V. K. Kothari||3||N.A.||2||N.A.||N.A.|
|Shri Mahesh Chand Mehta||4||N.A.||4||N.A.||N.A.|
|Shri Sanjay Kumar Jain||4||1||N.A.||1||1|
|Smt. Jyoti Jain||N.A.||N.A.||N.A.||N.A.||N.A.|
|Shri Sunil Mahnot||N.A.||N.A.||N.A.||1||N.A.|
Note:- 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, the Nomination and Remuneration Committee, in its meeting held on 30.06.2021 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 satisfactory.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
A. The Remuneration of each of the Executive Directors of the Company for the Financial Year 2021-22:-
(Rs. in Lakhs)
|Name||Designation||Salary||Perquisites and allowances||Retirement Benefits||Gross Remuneration|
|Sh.Rikhab Chand Jain||Chairman||NIL||1.05*||NIL||1.05|
|Sh. Sanjay Kumar Jain||Managing Director & CEO||76.80||NIL||0.22||77.02|
|Sh. Sunil Mahnot||Director (Finance) & CFO||29.03||NIL||0.22||29.25|
*paid as sitting fee
B. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2021-22 :-
|S. No.||Nature of Directorships Held & Name of Director||Ratio of Median Remuneration|
|a)||Shri Rikhab C. Jain, Chairman||Nil|
|b)||Shri Sanjay Kumar Jain, Managing Director||37.56 : 1|
|C)||Shri Sunil Mahnot, Director(Finance)||14.94 : 1|
|2.||Non Executive Directors|
|a)||Shri Rahul Jain, Independent Director||Nil|
|b)||Shri Puneet Vijay Bothra, Independent Director||Nil|
|c)||Shri Ankit Gulgulia, 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 2021-22:-
|S.No.||Name of KMP||%Increase in Remuneration|
|1.||Shri Sanjay Kumar Jain, Managing Director||Nil|
|2.||Shri Sunil Mahnot, Director(Finance)||10%|
|3.||Mr. Sumit Jindal, Company Secretary||Nil|
|4.||Mrs. Megha Jain, Company Secretary||Nil|
D. The Percentage Increase in the median Remuneration of Employees in the Financial Year 2021-22:-There was increase of Nil% in the median remuneration of employees in the financial year 2021-22.
E. The number of permanent employees on the rolls of the Company:-320
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 2021-22 was 10 %, Percentage increased in managerial remuneration for the year was10 %.
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 Company.
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 2021-22 is given hereunder:-
|Name of Director||Sitting Fee (in Rs.)|
|Ms. Jyoti Jain||1,05,000|
|Shri V. R. Mehta||1,35,000|
|Dr. Prof. V. K. Kothari||1,25,000|
|Shri Mahesh Chand Mehta||1,90,000|
|Shri Ankit Gulgulia||1,90,000|
|Puneet Vijay Bothra||55,000|
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)|
|2018-19||25.09.2019||11 A.M.||Sri Sathya Sai Auditorium,Lodhi Road,Bhishm Pitamah Marg, New Delhi 110003||Yes(4)|
|2019-20||29.07.2020||11 A.M||Held through Video Conference.
|2020-21||15.09.2021||11 A.M||Held through Video Conference.||No|
B During the financial year 2021-22, No Special resolution passed last year through Postal Ballot.
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. 34 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.
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 Management.
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, 2015.
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. The information submitted to stock exchanges are also available on company’s website www.ttlimited.co.in.
9. GENERAL SHAREHOLDER INFORMATION
A ANNUAL GENERAL MEETING Date and Time : 3rdAugust, 2022 at 11:00 A.M.
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|
|OCT-DEC||19TH January 2022|
C. BOOK CLOSURE DATES
29th July, 2022 to 3rd August, 2022
D. DIVIDEND PAYMENT DATE
Company has paid Interim Dividend @ 10% (Re 1 per share) on 10th December, 2021 and the same was confirmed as final Dividend
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 Limited, Mumbai is as follows:
|MONTH||Share Price||BSE SENSEX|
|High (Rs.)||Low (Rs)||High||Low|
G REGISTRAR AND SHARE TRANSFER AGENT
M/S BEETAL FINANCIAL & COMPUTER SERVICES PVT LIMITED
BEHIND LOCAL SHOPPING CENTRE,
NEW DELHI – 110062.
Telephone no(s) 011-29961281
Fax : 011-29961284
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 affected within 15 days from the date of receipt.
Shares held in the dematerialized 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 shareholding (as on 31st March, 2022)
|Numbers of Equity Shares Held||Shareholders||Share Amount|
|Numbers||% age to Total||Rs.||% age|
|1 to 5000||17471||90.95||23770260||11.0569|
|5001 to 10000||956||4.97||7543280||3.5088|
|10001 to 20000||415||2.16||6236070||2.9008|
|20001 to 30000||121||0.63||3141680||1.4614|
|30001 to 40000||52||0.27||1907220||0.8872|
|40001 to 50000||49||0.25||2269710||1.0558|
|50001 to 100000||73||0.38||5522280||2.5687|
|100001 & Above||71||0.36||164590000||76.5604|
I DEMATERIALISATION OF SHARES AND LIQUIDITY
About 94.23% of the shares have been dematerialized as on 31st March 2022 representing 20257981 shares and balance shares are held in physical form.
J SECRETARIAL AUDIT
A qualified practicing Company Secretary M/s. DMK 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 plant are located at Gajroula(U.P), Avinashi Distt, Tirupur(T.N).
L ADDRESS FOR CORRESPONDENCE:
For any assistance regarding dematerialization 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: firstname.lastname@example.org 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 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)|
|Limited review/Certification/Reimbursement of Exp||75,000/-|
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|
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, 2022.
Place: New Delhi sd/-
Dated: 11.05. 2022 Sanjay Kumar Jain