Corporate Governance

Corporate Governance Report for the year 2020-2021

(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 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 5 non-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 AGM	No. of other Directorships	No. of Share- holding	Committee Membership
							Member	Chairman
1	Dr.RIKHAB C. JAIN 01736379	CHAIRMAN	5/5	YES	NIL	8508428	2	2
2	SHRI V R MEHTA 00051415	INDEPENDENT NON – EXECUTIVE	5/5	YES	2	NIL	5	1
3	SHRI SANJAY KR JAIN 01736303	MANAGING DIRECTOR	5/5	YES	3	542757	4	0
4	MS. JYOTI JAIN 01736336	NON- EXECUTIVE DIRECTOR	5/5	YES	NIL	1700150	–	–
5	DR. (PROF.) V K KOTHARI 00389048	INDEPENDENT NON- EXECUTIVE	5/5	YES	NIL	1200	2	1
6	SHRI M.C. MEHTA 00230409	INDEPENDENT NON – EXECUTIVE	5/5	YES	NIL	400	2	1
7	SHRI SUNIL MAHNOT 06819974	WHOLE TIME DIRECTOR	5/5	YES	NIL	NIL	1	–
8	SHRI ANKIT GULGULIA 08383546	INDEPENDENT NON- EXECUTIVE	5/5	YES	1	NIL	3	–

During the financial year 2020-21 Five Board of Directors Meetings were held on 10.06.2020, 21.07.2020, 09.09.2020, 04.11.2020 and 10.02.2021.

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.com/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 :

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

Name ofCommittee	Composition	Terms of reference
Audit Committee	Shri M. C. Mehta-Chairman Shri V. R. MehtaDr. (Prof.) V. K. Kothari Shri Sanjay Kumar Jain Shri Ankit Gulgulia	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 – ChairmanShri V. R. Mehta Shri M. C. Mehta Shri Ankit Gulgulia	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- ChairmanShri Sanjay Kumar Jain 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 theCompany forms part of the Board Report.
Stake Holders Relationship Committee	Shri V. R. Mehta- Chairman Shri Sanjay Kumar Jain Shri Sunil Mahnot	· The committee reviews and ensures redressal of investor grievances.· The Committee noted that during the year the Company received NIL complaints related to non-receipt of dividend, and annual report etc.
RiskManagement Committee	Shri Rikhab C. Jain- ChairmanShri Sanjay Kumar Jain	• The Risk Management Committee has formulated Risk Management Policy of the Company which aims to maximize opportunities in all activities and to minimize adversity.
	Shri V. R. Mehta Shri Ankit Gulgulia	• 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 theCompany’s website at the
		link: http://www.ttlimited.co.in/investor/corporate- news-announcements

Mr Sanjay Kumar Sharma(FCS 7311), Company Secretary and Compliance Officer resigned w.e.f.31st January 2021 and Mr. Sumit Jindal(ACS 24995), was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 6th March 2021 . He 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	1	1
Shri Rikhab C. Jain	N.A.	1	N.A.	N.A.	N.A.
Shri V. R. Mehta	4	1	2	1	1
Dr. (Prof.) V. K. Kothari	4	N.A.	2	N.A.	N.A.
Shri Ankit Gulgulia	4	N.A.	2	N.A.	1
Shri Mahesh Chand Mehta	4	N.A.	2	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 10th June 2020 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.

4. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

The Remuneration of each of the Executive Directors of the Company for the Financial Year 2020-21:-

(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	81.60	NIL	0.20	81.80
Sh. Jyoti Jain	Non-Executive Director	6.00	NIL	0.01	6.01
Sh. Sunil Mahnot	Director (Finance) & CFO	26.46	NIL	0.20	26.66

B. The ratio of the remuneration of each director to the median remuneration of the employees of the

company for the financial year 2020-21 :-

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

2.	Non Executive Directors
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 2020-21 :-

S. No.	Name of KMP	%Increase in Remuneration
1.	Shri Rikhab C. Jain, Chairman	Nil
2.	Shri Sanjay Kumar Jain, Managing Director	Nil
3.	Shri Sunil Mahnot, Director(Finance)	Nil
4.	Shri V. R. Mehta, Independent Director	Nil
6.	Shri Ankit Gulgulia, Independent Director	Nil
7.	Dr. (Prof.) V. K. Kothari, Independent Director	Nil
7.	Shri Mahesh Chand Mehta, Independent Director	Nil
8.	Mr. Sanjay Kumar Sharma, Company Secretary	Nil

D. The Percentage Increase in the median Remuneration of Employees in the Financial Year 2020-21:-There was increase of Nil% in the median remuneration of employees in the financial year 2020-21.

E. The number of permanent employees on the rolls of the Company:- 650

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 2020-21 was Nil %, Percentage increase in managerial remuneration for the year was Nil %.

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 2020-21 is given hereunder:-

Name of Director	Sitting Fee (in Rs.)
Ms. Jyoti Jain	75000
Shri V. R. Mehta	1,75,000
Dr. Prof. V. K. Kothari	1,65,000
Shri Mahesh Chand Mehta	1,65,000
Shri Ankit Gulgulia	1,65,000

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)

2017-18

08.08.2018

11 A.M.

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

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.

B During the financial year 2020-21, following resolutions were passed by way of postal ballot for seeking approval of members:

Sr. No	Description of Resolution	Date of Declaration of Result
1	Special Resolution for sale, transfer and dispose-off Company’s assets at Rajula .	31.08.2020
2	Special Resolution for sale, transfer and dispose-off Company’s assets at Jamanwada.	31.08.2020
3	Special Resolution for sale, transfer and dispose-off Company’s assets comprising Land and Building at 880 East Park Road, Master Prithvi Nath Marg, Karol Bagh, New Delhi	31.08.2020

The said resolutions were passed through Postal Ballot and Shareholders of the Company were provided e-Voting facility for casting their votes electronically on the said resolutions.

Voting Pattern and Procedure for Postal Ballot:

The Board of Directors of the Company, vide resolution passed by the Board of Directors at their meeting held on 21st July 2020, had appointed Mr. Deepak Kukreja, Partner , DMK & Associates as the Scrutinizer for conducting the postal ballot voting process.
The Company had completed the dispatch of the Postal Ballot Notice dated 21st July, 2020 together with the Explanatory Statement on 25th July 2020, along with forms and postage prepaid business reply envelopes to all the shareholders whose name(s) appeared on the Register of Members/list of beneficiaries as on 24th July
The voting under the postal ballot was kept open from Thursday, 30th July, 2020 at 10:00 a.m. and ends on Friday, 28th August, 2020 at 5:00 m. (through electronic mode).
Particulars of postal ballot forms received from the Members using the electronic platform of CDSL were entered in a register separately maintained for the purpose.
The postal ballot forms were kept under safe custody of the scrutinizer in sealed and tamper proof ballot boxes before commencing the scrutiny of such postal ballot
All postal ballot forms received/receivable up to the closure of working hours on Friday 28th August 2020 the last date and time fixed by the Company for receipt of the forms, had been considered for his scrutiny.
On 31st August 2020, Shri Rikhab Chand Jain, Chairman announced the following results of the postal ballot as per the Scrutinizer’s Report:

Details of Agenda

1. For sale, transfer and dispose-off Company’s assets at Rajula

Particulars	Total No. of Valid Votes	Votes Assenting the Resolution	% of Votes Cast	Votes Dissenting the Resolution	% of Votes Cast
Votes cast through Electronic Mode	12470956	12465849	99.96%	5107	0.04%

2. For sale, transfer and dispose-off Company’s assets at Jamanwada

Particulars	Total No. of Valid Votes	Votes Assenting the Resolution	% of Votes Cast	Votes Dissenting the Resolution	% of Votes Cast
Votes cast through Electronic Mode	12470956	12464124	99.95%	6832	0.05%

3. For sale, transfer and dispose-off Company’s assets comprising Land and Building at 880 East Park Road, Master Prithvi Nath Marg, Karol Bagh, New Delhi.

Particulars	Total No.of Valid Votes	Votes Assenting the Resolution	% of Votes Cast	Votes Dissenting the Resolution	% of Votes Cast
Votes cast through Electronic Mode	12470956	12464124	99.95%	6832	0.05%

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 No. 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 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. 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.

9. GENERAL SHAREHOLDER INFORMATION

ANNUAL GENERAL MEETING

Date and Time : 15th September , 2021 at 11:00A.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
APRIL-JUNE	9th September 2020
JUL-SEP	4th November 2020
OCT-DEC	10th February 2021
JAN-MAR	30th June 2021

C. BOOK CLOSURE DATES

9th September 2021 to 15th September 2021

D. DIVIDEND PAYMENT DATE

Company has not declared any divided for F.Y. 2020-21.

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
April 2020	41.80	25.20	33887.25	27500.89
May 2020	30.30	26.50	32845.48	29968.45
June 2020	32.35	27.00	35706.55	32348.10
July 2020	31.45	27.85	38617.03	34927.03
August 2020	38.85	29.25	40010.17	36911.23
September 2020	37.75	32.60	39359.11	36495.98
October 2020	40.55	30.25	41048.05	38410.20
November 2020	44.00	36.30	44825.37	39334.92
December 2020	63.50	40.60	47896.97	44118.10
January 2021	56.40	44.20	50184.10	46160.46
February 2021	52.00	44.00	52516.76	46433.65
March 2021	56.25	40.15	51821.84	48236.35

G. CERTIFICATE PURSUANT TO THE REGULATION 34 AND SCHEDULE V ( C ) (10) (I) OF THE SEBI LISTING REGULATIONS READ WITH SECTION 164 OF COMPANIES ACT, 2013 REGARDING QUALIFICATION TO THE ACT AS DIRECTOR

The Company has received the certificate from Mr Deepak Kukreja, Proprietor, Deepak Kukreja & Associates, FCS Number 4140, CP Number 8265, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such Statutory Authority.

H. REGISTRAR 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 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 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.

I. Distribution of share holding (as on 31st March, 2021)

Numbers of Equity Shares Held	Shareholders		Share Amount
	Numbers	% age to Total	Rs.	% age
1 to 5000	14366	89.39	22191830	10.32
5001 to 10000	927	5.76	7339860	3.41
10001 to 20000	388	2.41	5779630	2.68
20001 to 30000	135	0.84	3503980	1.63
30001 to 40000	52	0.32	1888070	.87
40001 to 50000	47	0.29	2220520	1.03
50001 to 100000	78	0.48	6006270	2.79
100001 & Above	77	0.47	166050340	77.23
TOTAL	16070	100	214980500	100

DEMATERIALISATION OF SHARES AND LIQUIDITY

About 94.11% of the shares have been dematerialized as on 31^st March 2021 representing 20233528 shares and balance shares are held in physical form.

K. 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.

L. PLANT LOCATIONS:

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

M. 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: investors@ttlimited.co.in or Website: www.ttlimited.co.in

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

N. CREDIT RATING

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

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

Particulars	Amount (in Rs)
Statutory Audit	9,00,000
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

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, 2021.

Place: New Delhi Sd/-

Dated: 30.06.2021 Sanjay Kumar Jain

Managing Director

AUDITOR’S CERTIFICATE

The Members of T T Limited

We have examined the compliance of conditions of corporate governance by T T Limited (“the Company”), for the year ended 31st March, 2021, as specified Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Regulations”).

Management’s Responsibility:

The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulatedin the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditors’ Responsibility:

Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We conducted our engagement in accordance with the “Guidance Note on Corporate Governance Certificate” issued by

the Institute of Company Secretaries of India. Our responsibility is to certify based on the work done.

Conclusion:

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as specified in Chapter IV of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Restrictions on use:

This certificate is issued solely for the purposes of complying with the aforesaid Regulations and may not be suitable for

any other purpose.

For R. S. Modi & Co. Chartered Accountants

Firm’s Registration No. 007921N

Sd/- Ravindra Nath Modi

Place: New Delhi Partner

Date: 30.06.2021

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 2020-21 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 regulations.

b) To the best of our knowledge and belief, no transactions entered into by the Company during the year 2020-2021 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 reporting. 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 2020-21;

ii) significant change in accounting policies during the Financial year 2020-21 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 reporting.

	Sd/-	Sd/-
Place: New Delhi	Sanjay Kumar Jain	Sunil Mahnot
Date: 30-06-2021	Managing Director	Whole Time Director & CFO