The Board of Directors of your company has pleasure in presenting their 30th AnnualReport along with the Audited Accounts for the Financial Year ended 31st March 2020.
1. Financial Results:
|Particulars ||March 31 2020 ||March 31 2019 |
|Net Sales/Income from operations ||9579.27 ||13236.14 |
|Other operating Income ||218.53 ||186.62 |
|Total Income from Operatio ns ||9797.80 ||13422.76 |
|Profit before depreciation & taxation ||1621.67 ||1117.28 |
|Less: depreciation ||110.67 ||96.07 |
|Profit Before Tax (PBT) ||1510.99 ||1021.20 |
|Less: Tax ||350.31 ||309.15 |
|Profit After Tax (PAT) ||1160.67 ||712.05 |
|Other adjustment ||(2.29) ||(22.67) |
|Balance carried to Balance Sheet ||1158.37 ||689.37 |
2. Operational Performance:
The Profit after taxation increased to Rs. 1158.37 Lakh against Rs. 689.37 Lakha growth of around 68 % in the previous year.
The Board has decided to retain profit for future hence not recomended any Dividendfor the year ended March 31 2020.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirms:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;
ii. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
iii. that they have taken proper and sufficient care 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;
iv. that they have prepared the annual accounts on a 'going concern' basis;
v. that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;
vi. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
All the Directors of the company have confirmed that they are not disqualified frombeing appointed as directors in terms of section 164 of the Companies Act 2013. Inaccordance with the provisions of the Article of Association of the Company read withsection 152 of the Companies Act 2013. The Appointment of Directors as mentioned in theNotice are subject to the approval of the members at the ensuing Annual General Meeting ofthe Company.
5. Key Managerial Personnel:
Mr. Vineet Bagaria (DIN: 00100416) Managing Director Mr. Sajjan Bagaria (DIN:00074501) Whole time Director Mr. Viraj Bagaria (DIN: 06628761) Whole time Director Mr.Sourav Banerjee Company Secretary and Mr. Vishnu Baheti' CFO were designated as Keymanagerial Personnel during the Financial Year 2019-20 as per provision of section 203 ofthe Companies Act 2013. No other Appointment/ Resignation of KMP's were made during theyear.
Declaration by Independent Directors:
Mr. Harish Kumar Mittal (DIN 00367650); and Mr. Manish Kumar Newar (DIN 00469539) Mr.Navendu Mathur (DIN 00669934) Mr. Ashish Tibrawalla (DIN: 00059344) and Baskar Srinivasan(DIN: 07485885) are Independent Directors on the Board of the Company. The Company hasreceived declaration from all the Independent Directors of the Company confirming thatthey meet the criteria of independence as prescribed both under the Companies Act 2013and SEBI Listing Regulations with the Stock Exchange.
6. Share Capital:
The Paid up equity share capital of the company 31st March 2020 was Rs.506.77 Lakhs.There was no public issue right issue bonus issue preferential issue etc. during theyear. The company has not issued shares with differential voting rights sweat equityshares 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 its subsidiaries jointventures or associate companies during the year.
8. Number of meetings of the Board:
The Board met Eleven times during the financial year 2019-20. The intervening gapbetween the meetings was within the period prescribed under the Act and ListingRegulations. The details have been provided in the Corporate Governance Report annexed tothis Report.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of various committees. The Independent Directors alsocarried out the evaluation of the Chairman and Non-Executive Directors the details ofwhich are covered in the Corporate Governance Report.
10. Company's policy on Directors' appointment and remuneration:
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport 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 adequacy are included inthe Management Discussion & Analysis which forms part of this report.
The Auditors of the company M/s. D. Mitra & Co. have been appointed for Five Yearsterm subject to ratification at every Annual General Meeting. Hence The Board of Directorsrecommends appointment of D. Mitra & Company Chartered Accountants of 107/1 ParkStreet Kolkata - 700016 as Statutory Auditor of The Company and they have confirmedtheir eligibility pursuant to the provisions of Section 139 of the Companies act 2013 andthe rules there under it is proposed to appointment of M/S D Mitra & CompanyChartered Accountant (Firm Registration no.
328904E) as Statutory auditor of the Company from the conclusion of this 30thAnnual General Meeting to conclusion of 31st Annual General Meeting of thecompany.
13. Auditors' report and Secretarial Auditors' report:
No observation has been made in the Auditors's report . Pursuant to the provisions ofSection 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Company has appointed Ms. Smita Sharma CompanySecretary in Practice to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit in Form MR3 for the financial year ended March 31 2020 isannexed as Annexure - VI to the Report. No observation has been made in theSecretarial Auditors's report
14. Risk Management:
The details in respect of risk management are included in the Corporate Governancewhich forms an Annexure to this report.
15. Particulars of loans guarantees and investments:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
16. Transactions with Related Parties:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Details of relatedparty transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'Report
Your Directors draw attention of the members to Note 25.6 .ii to notes on Account ofthe financial statement which sets out related party disclosures.
17. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review is attached as AnnexureI forming part of this Report.
18. Corporate Social Responsibility Initiatives:
Net Profit for the Financial Year ended 31st March 2019 has been exceededthe limit as prescribed in Section 135 of the Companies Act 2013 which is Rs. 5 Crorethe Net Profit of the Company for the year ended after tax is Rs. 6.89 crore hence the CSRis being applicable on the company from the Financial Year 2019-20 and for giving theeffect of the same the board of directors has formed Corporate Social ResponsibilityCommittee (CSR) pursuant to Section 134 of the Companies Act 2013 and Companies(Corporate Social Responsibility) Rules 2014. CSR Committee comprising Mr. Navendu Mathur(DIN: 00669934) Mr. Harish Kumar Mittal (DIN: 00367650) and Mr. Manish Kumar Newar (DIN:00469539) to take the mandatory initiatives in this regard.
Your Company works on the belief that organizations should exist to serve a socialpurpose and enhance the lives of people connected through its business. The Company has aCSR Policy in place which aims to ensure that the Company continues to operate itsbusiness in an economically socially and environmentally sustainable manner whilerecognizing 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 from Financial Year 2019-20 The CSR Comittee is working tospend the amount in such a manner to benefit the society. The Board have created a CSRReserve Fund where the amount has been kept and that can be utilised only for the purposeof CSR activity as decided by the CSR Comittee. Details of composition of CSR Committeeand other relevant details have been provided in the Corporate Governance Report. Theamount calculated Under Section 198 of the Companies Act 2013.
19. Extract of Annual Return:
As provided under Section 92(3) of the Act an extract of annual return is given in AnnexureVII in the prescribed Form MGT-9 which forms part of this report.
20. Particulars of employees:
The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q)and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out as Annexure III to this Report.
21. Disclosure requirements:
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 company has enclosed Corporate Governance Report with Auditors'Certificate thereon and Management Discussion and Analysis are attached which form partof this report. Details of the familiarization programme of the independent directors areavailable on the Company's website. Further Policy on dealing with related partytransactions is available on the Company's website.
22. Vigil Mechanism:
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules2014 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 no amount on accountof principal or interest on deposits from public was outstanding the date of the balancesheet.
24. Change in the nature of business:
There was no change in the nature of the business of the Company during the year underreview.
25. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:-
No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.
26. Material changes and commitments if any affecting the financial position of theCompany:
There are no such material changes and commitments which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.
27. Particulars regarding conservation of energy & technology absorption etc:
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo are given in Annexure II which forms part of thisreport.
28. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. There were nocomplaints received and /or disposed off during 2019-20.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from the banks and other authorities. YourDirectors also thank the employees of the Company for their valuable service and supportduring the year. Your Directors also gratefully acknowledge with thanks the cooperationand support received from the shareholders of the Company.
By order of the board of Directors
| ||For T & I Global Ltd. |
| ||Sd/- |
| ||Executive Chairman |
|Place: Kolkata ||Sajjan Bagaria |
|Dated: 14th August 2020 ||(DIN: 00074501) |