The Board of Directors of your company has pleasure in presenting their32nd Annual Report along with the Audited Accounts for the Financial Year ended31st March 2022.
1. Financial Results: (Rs. in Lacs)
|Particulars ||March 31 2022 ||March 31 2021 |
|Net Sales/Income from operations ||10339.44 ||10205.49 |
|Other operating Income ||379.95 ||192.30 |
|Total Income from Operations ||10719.39 ||10397.80 |
|Profit before depreciation & taxation ||1281.04 ||1484.74 |
|Less: depreciation ||101.76 ||97.68 |
|Profit Before Tax (PBT) ||1179.27 ||1387.06 |
|Less: Tax ||307.27 ||377.59 |
|Profit After Tax (PAT) ||872.00 ||1009.47 |
|Other adjustment ||126.59 ||(4.19) |
|Balance carried to Balance Sheet ||998.59 ||1013.66 |
2. Operational Performance:
In the Pandemic situation the overall performance of company is lookinggood and Board of Directors regularly making such effort to maintain the betterperformance.
The Board has decided to retain profit for future hence notrecommended any Dividend for the year ended March 31 2022. Directors? ResponsibilityStatement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms:
i. that in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;
ii. that they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
iii. that they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv. that they have prepared the annual accounts on a goingconcern? basis;
v. that they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively;
vi. that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
All the Directors of the company have confirmed that they are notdisqualified from being appointed as directors in terms of section 164 of the CompaniesAct 2013. In accordance with the provisions of the Article of Association of the Companyread with section 152 of the Companies Act 2013. The Appointment of Directors asmentioned in the Notice are subject to the approval of the members at the ensuing AnnualGeneral Meeting of the Company.
5. Key Managerial Personnel:
Mr. Vineet Bagaria (DIN: 00100416) Managing Director Mr. SajjanBagaria (DIN: 00074501) Whole time Director Mr. Viraj Bagaria (DIN: 06628761) Whole timeDirector Mrs. Nikki Kejriwal Company Secretary and Mr. Vishnu Baheti CFO were designatedas Key managerial Personnel during the Financial Year 2021-22 as per provision of section203 of the Companies Act 2013. No other Appointment/ Resignation of KMP?s were madeduring the year.
Declaration by Independent Directors:
Mr. Harish Kumar Mittal (DIN 00367650); (DIN 00608765) and Mr. ManishKumar Newar (DIN 00469539) Mr. Navendu Mathur are Independent Directors on the Board ofthe Company. The Company has received declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder the Companies Act 2013 and SEBI Listing Regulations with the Stock Exchange.
6. Share Capital:
The Paid up equity share capital of the company as on 31st March 2022was Rs.506.77 Lacs. There was no public issue right issue bonus issue preferentialissue etc. during the year. The company has not issued shares with differential votingrights sweat equity shares nor has it granted any stock options.
7. Subsidiaries Joint Venture or Associate Companies:
There are no companies which have become or ceased to be itssubsidiaries joint ventures or associate companies during the year.
8. Number of meetings of the Board:
The Board met twelve times during the financial year 2021-22. Theintervening gap between the meetings was within the period prescribed under the Act andListing Regulations. The details have been provided in the Corporate Governance Reportannexed to this Report.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of various committees. TheIndependent Directors also carried out the evaluation of the Chairman and Non-ExecutiveDirectors the details of which are covered in the Corporate Governance Report.
10. Company?s policy on Directors? appointment andremuneration:
The Company?s policy on Directors? appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe Corporate Governance Report which forms part of the Directors? Report.
11. Internal financial control systems and their adequacy:
The details in respect of internal financial control and their adequacyare included in the Management Discussion & Analysis which forms part of this report.
The Auditors of the company M/s. D. Mitra & Co. have resigned asStatutory Auditor of the Company. The Board has received consent from M/S Tiwari &Co. Kolkata for being appointed as the Statutory Auditor of the Company for the period offive years. Hence The Board of Directors recommends appointment of M/S Tiwari & CoChartered Accountants of 107/1 Park Street Kolkata - 700016 as Statutory Auditor of TheCompany. They have confirmed their eligibility pursuant to the provisions of Section 139of the Companies act 2013 and the rules there under it is proposed to appointment of M/STiwari & Co. Chartered Accountant (Firm Registration no. 309112E) as Statutory auditorof the Company from the conclusion of this 32nd Annual General Meeting to conclusion of37th Annual General Meeting of the company.
13. Auditors? report and Secretarial Auditors? report:
No observation has been made in the Auditors?s report .
Pursuant to the provisions of Section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Ms. Smita Sharma Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for thefinancial year ended March 31 2022 is annexed as Annexure - VI to the Report. Noobservation has been made in the Secretarial Auditors?s report
14. Risk Management:
The details in respect of risk management are included in the CorporateGovernance which forms an Annexure to this report.
15. Particulars of loans guarantees and investments:
The Company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013.
16. Transactions with Related Parties:
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm?s length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. Details of related party transaction has been enclosed in Form AOC - 2 inAnnexure IV to the Directors? Report
Your Directors draw attention of the members to Note 25.6 .ii to noteson Account of the financial statement which sets out related party disclosures.
17. Management?s Discussion and Analysis Report:
Management?s Discussion and Analysis Report for the year underreview is attached as Annexure I forming part of this Report.
18. Corporate Social Responsibility Initiatives:
Your Company works on the belief that organizations should exist toserve a social purpose and enhance the lives of people connected through its business. TheCompany has a CSR Policy in place which aims to ensure that the Company continues tooperate its business in an economically socially and environmentally sustainable mannerwhile recognizing the interests of all its stakeholders. It takes up CSR programmes whichbenefit the communities in and around the vicinity of its operational presence resultingin enhancing the quality of lives of the people in those areas. As the CSR beingapplicable on the Company The CSR Committee has decided to donate the CSR fund to theBagaria Foundation. Details report of CSR Committee is given in Annexture VIII of thisreport.
19. Extract of Annual Return:
As provided under Section 92(3) of the Act an extract of annual returnis given in Annexure VII in the prescribed Form MGT-9 which forms part of this report.
20. Particulars of employees:
The prescribed particulars of remuneration of employees pursuant toSection 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are set out as Annexure III to thisReport.
21. Disclosure requirements:
As per Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 company has enclosed Corporate Governance Report withAuditors? Certificate thereon and Management Discussion and Analysis are attachedwhich form part of this report. Details of the familiarization programme of theindependent directors are available on the Company?s website. Further Policy ondealing with related party transactions is available on the Company?s website.
22. Vigil Mechanism:
The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 and the said policy is available on the Company?s website.
23. Deposits from public:
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
24. Change in the nature of business:
There was no change in the nature of the business of the Company duringthe year under review.
25. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company?s operations infuture:-
No significant and material orders have been passed by any Regulator orCourt or Tribunal which can have impact on the going concern status and the Company?soperations in future.
26. Material changes and commitments if any affecting the financialposition of the Company:
There are no such material changes and commitments which have occurredbetween the end of the financial year of the Company to which the financial statementsrelate and the date of the report.
27. Particulars regarding conservation of energy & technologyabsorption etc:
The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure II which formspart of this report.
28. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
The Company has set up Internal Complaints Committee (ICC) under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.There were no complaints received and /or disposed off during 2021-22.
Your Directors take this opportunity to express their gratefulappreciation for the excellent assistance and cooperation received from the banks andother authorities. Your Directors also thank the employees of the Company for theirvaluable service and support during the year. Your Directors also gratefully acknowledgewith thanks the cooperation and support received from the shareholders of the Company.
| ||By Order of the Board of Directors |
| ||For T & I Global Ltd. |
| ||Sd/- |
|Place: Kolkata ||Sajjan Bagaria |
|Date: 12th August 2022 ||Executive Chairman |