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Twenty First Century Management Services Ltd.

BSE: 526921 Sector: Financials
NSE: 21STCENMGM ISIN Code: INE253B01015
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VOLUME 8527
52-Week high 63.45
52-Week low 20.65
P/E
Mkt Cap.(Rs cr) 26
Buy Price 25.20
Buy Qty 21574.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.20
CLOSE 24.75
VOLUME 8527
52-Week high 63.45
52-Week low 20.65
P/E
Mkt Cap.(Rs cr) 26
Buy Price 25.20
Buy Qty 21574.00
Sell Price 0.00
Sell Qty 0.00

Twenty First Century Management Services Ltd. (21STCENMGM) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 35th ANNUAL REPORT on thebusiness and operations of your company along with the Audited Financial Statements forthe year ended 31st March 2021. The Consolidated Financials of the Company and itssubsidiaries have been referred.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2021.

(Rupees in lacs)

STANDALONE CONSOLIDATED
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Profit/(Loss) from capital market operations (181.60) (980.98) 730.08 (3081.06)
Other income 8.57 9.96 2.59 109.31
Profit/(Loss) before depreciation & tax (358.16) (1173.09) 509.28 (3185.92)
Interest 0.00 0.00 0.00 0.00
Depreciation 6.82 9.86 10.00 10.70
Profit/(Loss) before tax (364.98) (1182.95) 499.28 (3196.62)
Provision for tax 0.00 0.00 0.00 0.00
Tax for earlier years 0.00 2.54 0.00 11.43
Deferred tax 0.73 0.21 0.13 0.15
Profit/(Loss) after tax (365.71) (1185.70) 499.15 (3208.20)
Other Comprehensive Income 16.54 0.64 16.54 0.64
Total Comprehensive Income for the period (349.17) (1185.06) 515.69 (3207.56)

2. BUSINESS & PERFORMANCE

During the year under review the Company has made Loss of (Rs.365.71 lacs) againstLoss of (Rs.1185.70 lacs) in the last financial year. The total comprehensive income /Loss of the company for the year under review is Loss of (Rs.349.17 lacs) againstcomprehensive income / Loss of (Rs.1185.06 lacs) in the last financial year.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 312021 was Rs.10.50 crore. No additionsand alterations to the capital were made during the financial year 2021.

4. DIVIDEND

The Directors have not recommended any dividend for the financial year 2020-21 due toinadequacy of profits.

Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund("IEPF")

Pursuant to Section 205A and 205C and other applicable provisions if any of theCompanies Act 1956 all unclaimed / unpaid dividend as applicable remaining unclaimed /unpaid for a period of seven years from the date they became due for payment wererequired to be transferred to IEPF. Sections 124 and 125 of the Companies Act 2013 readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 (‘IEPF Rules') both of which were applicable with effect from7th September 2016 also contain similar provision for transfer of such amounts to theIEPF. Accordingly all unclaimed /unpaid dividend for a period of seven years from the datethey became due for payment in relation to the company have been transferred to the IEPFestablished by the Central Government. No claim shall be entertained against the companyfor the amounts so transferred.

The following table gives information relating to outstanding dividend accounts and thedates by which they can be claimed by the shareholders.

Financial Year Date of Declaration Last date for claiming unpaiddividend
2014 -2015 17th July 2015 16th July 2022
2017 -2018 12th July 2018 11th July 2025

5. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Twentyfirst Century Shares and Securities Limited (wholly owned subsidiary of ourcompany) has borrowed from our company Loans under Section 186 of the Companies Act 2013which form part of the Notes to the financial statements provided in this Annual Report.

6. Transfer to General Reserve

Your Company does not propose any transfer of funds to the General Reserve due toinadequacy of profits

7. DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2021.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act 2013 in the prescribed Form AOC 2 are appended as Annexure II.

9. MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's Discussion and Analysis isset out in this Annual Report Annexure - A.

10. RISK MANAGEMENT REPORT

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withthe provisions of the listing agreement the Board members were informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Investments retention of talentand expansion of facilities. Business risk inter-alia further includes financial riskpolitical risk fidelity risk legal risk. As a matter of policy these risks are assessedand steps as appropriate are taken to mitigate the same.

11. BOARD POLICIES

The details of the policies approved and adopted by the Board are provided in AnnexureVIII to the Board's Report.

12. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender which will help us retain our competitive advantage. TheBoard Diversity Policy adapted by the Board sets out its approach to diversity. The policyis available on our website athttp://www.tcms.bz/files/Policies/PQLICY%20QN%20MATERIALSUBSIDIARIES.pdf

Additional details on Board diversity are available in the Corporate Governance reportthat forms part of this Annual Report.

13. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the last 5 years liesat the very foundation of the company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The company has always recognized talent andhas judiciously followed the principle of rewarding performance.

14. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has amended the POLICY QN PREVENTION PROHIBITION AND REDRESSAL QF SEXUALHARASSEMENT giving effect to the recent amendments in the provisions of the Companies Act2013 made on 31st July 2018 and SEBI (LODR) Regulations 2015 and this is available in thewebsite of the company www.tcms.bz > Investor Relations > Corporate Information >Policies.

The Company has constituted an Internal Complaint Committee with three members as perthe provisions of the sexual harassment of women at workplace (prevention prohibition andredressal) Act 2013 and complied with the provisions of the same.

Internal Complaint Committee Members

1. Presiding Officer - Ms. Jaylaxmi Mukta (Employee of the Company)

2. Member - Ms. Dipti D.Sakpal (Independent Woman Director of the Company)

3. Member - Mr. Bhaskar Shetty (CFO of the Company)

The Committee met once in the financial year 2020-21 on 17th March 2021 to assess theposition in the company.

The Company has displayed in the Notice Board of the company the particulars regarding

1. Instructions to the employees

2. Procedure to be followed for lodging complaint and in redressal.

3. Complaint mechanism

The Company is committed to provide a safe and conducive work environment to itsemployees during the financial year. Your Directors state that during the financial yearthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

15. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company has one subsidiary viz. TWENTYFIRST CENTURY SHARES AND SECURITIESLIMITED. The subsidiary company is engaged in Investment & Trading in Shares andDerivatives.

The Company has formulated a Policy on determining material subsidiaries and the sameis available on the website of the Company and can be accessed athttp://www.tcms.bz/files/Policies/POLICY%20ON%20MATERIALSUBSIDIARIES.pdf

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). Further there has been no material change in the nature ofbusiness of the subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company Secretary.

In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries is set out in the prescribed form AOC-1 which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-I.

16. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LODR) REGULATIONS 2015

As per provisions of the SEBI (LODR) Regulations 2015 Management Discussion andAnalysis report (ANNEXURE A) and Corporate Governance Report with Auditors' certificatethereon (ANNEXURE - B) are attached and form part of this report.

17. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes and commitments occurred between the end of the financialyear of the company to which the financial statements relate and the date of the reportaffecting the financial position of the company.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

19. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

20. AUDITORS STATUTORY AUDITORS

Board of Directors of the company has appointed M/s. Shankar & Kishor CharteredAccountants Mumbai (Firm Registration Number 112451W) In the place of retiring auditorsfrom the conclusion of 33rd Annual General Meeting (From FY2019-20) till the conclusion of37th Annual General Meeting (Till FY 2023-24) of the company and approved by the membersof the company in the Annual General Meeting (AGM) to be held on 15th July 2019.

REPLY TO THE OBSERVATIONS MADE BY THE STATUTORY AUDITOR

Statutory Auditors in their report have made the following observations:

The Company has long term loan as on 31/03/2021 amount to Rs.3023.38 lacs which isgiven to Subsidiary & Group Company. This comprises 57.007% of total assets of theCompany. Considering the high value of this item of asset it has been considered as aimportant matter. We further report that had the observation made by us above beenconsidered the loss for the year would have been Rs 3389.09 lacs (as against thereported loss figure of Rs. 365.71 lacs) and loss after considering accumulated figures ofprevious years would have been Rs 3199.38 Lacs (as against reported figure of Loss of Rs.176. Lacs) and the balance of amount due from subsidiary company and Group Company wouldhave been Rs. Nil (as against the reported figure of Rs. 3023.38 lacs).

Our Reply: Regarding the observation for non-provision for Doubtful Loans &Advances amounting to Rs. 3001.25 lacs made to the subsidiary company and a group companythe management is of the opinion that the subsidiary is confident of repaying the currentShort Term Loans & Advances amounting to Rs. 3001.25 lacs (considered as DoubtfulLoans & Advances by the auditor) representing borrowings made during this financialyear 2020-21 in the next fiscal. The subsidiary company is making efforts to repay thedues to the holding company through improved profitability.

In respect of the balance amount of Rs.22.13 lacs is receivable from a related companyand the company is proceeding legally to recover the same.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Lakshmmi Subramanian & Associates Practising Company Secretaries (CPNo.1087 FCS:3534) Company Secretaries to undertake the secretarial audit of the companyfor three years from the financial year ended 31st March 2019 (FY 2018-19). TheSecretarial Audit Report for the financial year ended 31st March 2021 (FY 2020-21) isannexed herewith as Annexure V.

REPLY TO THE OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR

Secretarial Auditors in their report have made the following observations:

It is reported that during the period under review the Company has been regular incomplying with the provisions of the Act Rules Regulations and Guidelines as mentionedabove except:

1. The Company is engaged in investment and trading activity with their own surplusfunds. However without any registration / hence required under RBI ( NBFC Rules andRegulations)

2. There has been delay in filing of certain forms with Registrar of Companiesincluding the Form MR-1 and DPT-3.

3. The Company yet to improve in certain areas of Secretarial Standards with respect toMeetings of Board of Directors (SS-1) and General Meetings (SS-2).

4. Compliance of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulation 2015 to be improved in certain areas as stated in 24AAudit report.

Our Reply:

1. Our company is arranging to apply to RBI for NBFC License and the work is inprogress.

2. Due to Covid 19 disruptions there was some delay in filing returns.

3.& 4. Noted for future.

We further report that during the audit period no events have occurred which have amajor bearing on the Company's affairs except the following:

1. National Stock Exchange (NSE) with reference to letter dated April 13 2021 levied afine amount of Rs.902700/- to be paid on or before April 202021 on Non-compliance ofRegulation 17(1)(c ) of SEBI (LODR) Regulation2015. The Fine Amount has been paid to NSEon 22nd April 2021.

2. Shri Iyer Vishwanath ceased to be Non Executive Independent Director of the Companyw.e.f 17th July 2020.

3. Shri B.K Rai appointed as an Additional - Non Executive Independent Director for aterm of Five Years w.e.f 17th July 2020.

4. Shri G. Raghavan appointed as an Additional - Non Executive Independent Director fora term of Five Years w.e.f. 1st September 2020.

5. Mr. Karthik Sunder Iyer appointed as Managing Director for a period of 3 yearsw.e.f. 1st September 2020.

6. The Company has pending Litigation with GIIC before many Courts hence the impact ofwhich is yet to be disclosed.

Our Reply: We have nothing to comment on these observations.

INTERNAL AUDITORS

All the investments related activities are done under the direct supervision of theChairman of our company. As per the provisions of the Companies Act 2013 the company hasappointed M/s. Om Prakash S.Chaplot & Co Chartered Accountants Mumbai as an InternalAuditor for the company for the financial year 2019-20 & 2020-21.

The Company proposes to appoint M/s. G.S.Punjawat & Co Chartered AccountantsMumbai as Internal Auditors for the financial year 2021-22 to ensure proper and adequatesystems and procedures commensurate with its size and nature of its business.

COST AUDITORS

During the year the provisions of the Companies Act 2013 related to appointment ofCost Auditors were not applicable to the Company.

21. AUDIT COMMITTEE NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS'RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee are included in theCorporate Governance Report which is a part of this report

22. CORPORATE SOCIAL RESPONSIBILITY

Your Company knows the importance of Corporate Social Responsibility (CSR) activitiesof the company under the provisions of the Companies Act 2013. Accordingly a committeehas been formed under the chairmanship of Mr. Sundar Iyer Chairman of the company.

During the financial year 2020-21 the company has provided Rs.2.06 lacs for spendingunder CSR Activities. The Committee identified projects for investment under CSRActivities and spent Rs. 9.50 lacs. (Balance amount of Rs.7.44 lacs brought forward fromthe previous year along with the provision for the current year of Rs.2.06 lacs).

The annual report on CSR activities for the financial year 2020-21 is enclosed herewithas Annexure VII

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW &OUTGO

The Company had taken steps to conserve use of energy in its office consequent towhich energy consumption has been minimized. No additional Proposals/ Investments weremade to conserve energy. Since the company has not carried on industrial activitiesdisclosures regarding impact of measures on cost of production of goods total energyconsumption etc. are not applicable.

Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.

There is No Foreign exchange earnings and outgo during the year.

24. BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

25. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto "Meetings of the Board of Directors" and "General Meetings"respectively.

26. DIRECTORS AND KEY MANAGEMENT PERSONNEL

At the 29th Annual General Meeting of the company held on 17th July 2015 the companyhad appointed the existing Independent Director Shri Iyer Vishwanth (DlN 00137166) for aperiod of 5 years till 17th July 2020.

At the 31st Annual General Meeting of the company held on 28th September 2017 companyappointed Ms. Dipti Dinesh Sakpal (DIN07305797) as Independent Woman Director with effectfrom 18th April 2017as recommended by the Board of Directors in the vacancy created onaccount of the resignation of Independent Woman Director - Ms. Sita Sunil for a period of5 years till 17th April 2022.

Board of Directors of the company has appointed Mr. B.K.Rai (DIN 008793233) as anAdditional director - Independent Director for a period of 5 years with effect from 17thJuly 2020 in the place of Shri Iyer Vishwanath - Independent Director who retired on 17thJuly 2020 which was confirmed by the shareholders of the company through Postal Ballotwhich was approved on 24th August 2020.

To comply with the provisions of Regulation17 of SEBI (LODR) Regulations 2015 ourcompany is required to have a minimum of Six (6) Directors including the IndependentDirectors (being one of the Top 2000 listed companies) and accordingly the company hasappointed the following directors in the Board Meeting held on 31st August 2020which was later approved by the shareholders of the company.

At the 34th Annual General Meeting of the company held on 29thSeptember 2020

1. Company appointed Mr. G.Raghavan (DIN 01661856) as Independent Director with effectfrom 1st September 2020 (for a period of five years) as recommended by theBoard of Directors to comply with the provisions of Regulation 17 of SEBI (LODR)Regulations 2015

2. Company appointed Mr. Karthik Sundar Iyer (DIN 08853430) as Managing Director witheffect from 1st September 2020 (for a period of three years) as recommended bythe Board of Directors to comply with the provisions of Regulation17 of SEBI (LODR)Regulations 2015

All the Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and of listingagreement.

Shri Sundar Iyer (DIN : 00481975) Chairman & CEO (Executive Director) of ourcompany shall retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. As stipulated in terms of the listing agreement with thestock exchanges the brief profile of Shri Sundar Iyer is provided in the report oncorporate governance which forms an integral part of this Annual Report.

The Key Management Personnel of the company are as under:

1. Mr. Sundar Iyer - Chief Executive Officer

2. Mr. A.V.M.Sundaram - Company Secretary

3. Mr. Bhaskar Shetty - Chief Financial Officer

27. MEETINGS OF THE BOARD

During the financial year ended on March 3120216 (Six) Board Meetings were held.Further details of the meetings of the Board and its Committees are given in CorporateGovernance Report forming part of Annual Report.

28. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered in Corporate GovernanceReport which forms part of this Report. Further information about elements ofremuneration package of individual directors is provided in the extract of Annual Returnas provided under Section92(3) of the Act is enclosed at Annexure-VI in the prescribedform MGT-9 and forms part of this Report.

29. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr. Sundar Iyer Chairman & Chief Executive Officer andforms part of the Annual Report.

30. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr.Sundar Iyer Chairman and Chief Executive Officer of the company is related toMr.Krishnan Muthukumar - Non-Executive Director and Mr. Karthik Sundar Iyer - ManagingDirector of the company.

None of the other Directors are related to each other within the meaning of the term"relative" as per Section 2 (77) of the Act and the provisions of the revisedlisting agreements.

31. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 17th March2021 inter alia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors

iii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

32. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING

During the year under review the Directors (other than Independent Directors) met on17th March 2021 inter alia to:

i. Review the performance of the independent directors of the company taking intoaccount the views of executive directors and non-executive directors.

ii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The information about internal financial control system and their adequacy is set outin the Management Discussion & Analysis report which is attached and forms part ofthis Report.

34. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. That in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made That arereasonable and prudent so as to give a true and fair view of the state of affairs of TheCompany as at 31st March 2021 and of the profit of the Company for the year ended on thatdate;

c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

35. INDEPENDENT DIRECTORS' DECLARATION

Ms. Dipti D. Sakpal Mr. Balakrishna K Rai and Mr. G.Raghavan who are IndependentDirectors as on 31st March 2021 have submitted a declaration that each of them meets thecriteria of independence as provided in Sub-Section (6) of Section 149 of the Act and interms of the provisions of SEBI (LODR) Regulations 2015. Further there has been nochange in the circumstances which may affect their status as independent director duringthe year 2021-22.

36. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

37. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not applicable as none of the directors of the company are receiving anyremuneration from the company.

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company. Particulars of remuneration/ Sitting Fees paidare detailed in Annexure-III to the Director's Report.

38. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

39. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report.

40. ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") is enclosed at Annexure-VI in the prescribedform MGT-9 and forms part of this Report. And also available on the website of the Companywhich can be accessed by the link www.tcms.bz.com

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016

No Application is made by the company or any proceedings are pending under theInsolvency and Bankruptcy code 2016 during the year

42. NO BORROWINGS MADE BY THE COMPANY FROM BANKS AND FINANCIAL INSTITUTIONS.

43. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.

44. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and AnalysisReport contain certain statements relating to the future and therefore are forward lookingwithin the meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.

.